8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2020
 
 
 
 
 
 
Commission
File Number
 
Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
 
State of Incorporation
or Organization
 
I.R.S. Employer
Identification No.
001-38646
 
Dow Inc.
  
Delaware
 
30-1128146
 
 2211 H.H. Dow Way, Midland, MI 48674
(989) 636-1000
 
 
001-03433
 
The Dow Chemical Company
 
Delaware
 
38-1285128
 
 2211 H.H. Dow Way, Midland, MI 48674
(989) 636-1000
 
 
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Registrant
  
Title of each class
  
Trading
 Symbol(s) 
  
Name of each exchange
on which registered
Dow Inc.
   Common Stock, par value $0.01 per share   DOW   New York Stock Exchange
The Dow Chemical Company
   0.500% Notes due March 15, 2027   DOW/27   New York Stock Exchange
The Dow Chemical Company
   1.125% Notes due March 15, 2032   DOW/32   New York Stock Exchange
The Dow Chemical Company
   1.875% Notes due March 15, 2040   DOW/40   New York Stock Exchange
The Dow Chemical Company
   4.625% Notes due October 1, 2044   DOW/44   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
Item 7.01. Regulation FD Disclosure.
On August 26, 2020, The Dow Chemical Company (the “Company”), a wholly-owned subsidiary of Dow Inc., issued a press release announcing the closing of its notes offering described below and the use of proceeds to fund the redemption of indebtedness, including the repayment of up to $1.25 billion principal balance outstanding under the term loan facility of Dow Silicones Corporation, a wholly-owned subsidiary of the Company, and to finance the cash tender offers to purchase certain of its debt securities and certain debt securities of Union Carbide Corporation, a wholly-owned subsidiary of the Company, in an aggregate purchase price (excluding accrued interest) of up to $550 million. Any remaining proceeds will be used to repay other indebtedness. The press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The information included in this Current Report on Form
8-K
under this Item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On August 26, 2020, the Company completed the offering of $2.0 billion in aggregate principal amount of notes, consisting of $850,000,000 aggregate principal amount of 2.100% Notes due 2030 (the “2030 Notes”) and $1,150,000,000 aggregate principal amount of 3.600% Notes due 2050 (the “2050 Notes,” and together with the 2030 Notes, the “Notes”). The Notes were issued pursuant to the Company’s registration statement on Form
S-3
(File
No. 333-232862-01),
filed with the Securities and Exchange Commission on July 26, 2019 (the “Registration Statement”).
The Notes were issued under an Indenture dated as of July 26, 2019 (the “Indenture”), among the Company, Dow Inc., as a party with respect to the sections described therein, and The Bank of New York Mellon Trust Company, N.A., as trustee. The Indenture and form of the 2030 Notes and 2050 Notes are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form
8-K
and are incorporated herein by reference.
In connection with the offering of the Notes, the Company is filing a legal opinion by counsel regarding the validity of the Notes, attached as Exhibit 5.1 to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit No.
  
 
4.1
  
   
4.2*
  
   
4.3*
  
   
5.1*
  
   
23.1*
  
   
99.1*
  
   
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
*
Documents filed or furnished with this report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 26, 2020
 
Dow Inc.
The Dow Chemical Company
By:  
/s/ Ronald C. Edmonds
 
Ronald C. Edmonds
Controller and Vice President of Controllers and Tax