DOW INC. — Capital/Financing Update 2020

Feb 25, 2020

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): February 25, 2020 ( February 18, 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	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. ¨

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Item 7.01. Regulation FD Disclosure.

On February 25, 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 full redemption of its 3.000% Notes due November 15, 2022 and 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 February 25, 2020, the Company completed the offering of €2.250 billion in aggregate principal amount of notes, consisting of €1,000,000,000 aggregate principal amount of 0.500% Notes due 2027 (the “2027 Notes”), €750,000,000 aggregate principal amount of 1.125% Notes due 2032 (the “2032 Notes”) and €500,000,000 aggregate principal amount of 1.875% Notes due 2040 (the “2040 Notes,” and together with the 2027 Notes and the 2032 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”).

In connection with the offering of the Notes, the Company is filing a copy of the Underwriting Agreement, among the Company and the several underwriters named therein, attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference and into 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 2027 Notes, 2032 Notes and 2040 Notes are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, 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.
1.1*	Underwriting Agreement, dated as of February 18, 2020, among The Dow Chemical Company and the several underwriters named therein.
4.1	Indenture dated as of July 26, 2019, between The Dow Chemical Company, Dow Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on February 7, 2020 and incorporated herein by reference).
4.2*	Form of 0.500% Notes due 2027
4.3*	Form of 1.125% Notes due 2032
4.4*	Form of 1.875% Notes due 2040
5.1*	Opinion dated February 25, 2020 of Shearman & Sterling LLP.
23.1*	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
99.1*	Press Release issued by The Dow Chemical Company , dated February 25, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

• Documents filed or furnished with this report.

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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: February 25, 2020

Dow Inc. The Dow Chemical Company
By:	/s/ Ronald C. Edmonds
	Ronald C. Edmonds Controller and Vice President of Controllers and Tax

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