424B2 1 d336575d424b2.htm 424B2 424B2

 

CALCULATION OF FILING FEE TABLE

424(b)(2)

(Form Type)

The Dow Chemical Company

(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

    

Security
Type

 

 

Security

Class Title

 

 

Calculation

Fee

or Forward
Carry
Rule

 

 

Amount

Registered

 

 

 

Proposed

Maximum

Offering

Price per

Unit

 

 

Maximum

Aggregate

Offering

Price

 

 

Fee

Rate

 

 

Amount of

Registration Fee

 

Fees to be Paid

 

 

Debt

 

 

2.950% InterNotes® Due March 15, 2027

 

 

457(r)

 

 

$810,000

 

 

100%

 

 

$810,000

 

 

0.0000927

 

 

$75.09

 

 

Fees to be Paid

 

Debt

 

 

3.400% InterNotes® Due March 15, 2032

 

 

457(r)

 

 

$271,000

 

 

100%

 

 

$271,000

 

 

0.0000927

 

 

$25.12

 

Fees to be Paid

 

 

Debt

 

 

4.200% InterNotes® Due March 15, 2052

 

 

457(r)

 

 

$1,969,000

 

 

100%

 

 

$1,969,000

 

 

0.0000927

 

 

$182.53

 

   

Total Offering Amount

 

     

$3,050,000.00

 

       
   

Net Fee Due

 

             

$282.74

 

Filed under 424(b)(2), Registration Statement No. 333-232862-01

Pricing Supplement No. 79 - Dated Monday, March 21, 2022 (To: Prospectus Dated July 26, 2019, and Prospectus Supplement Dated July 26, 2019)

 

CUSIP

Number

 

Principal

Amount

 

Selling
Price

 

Gross

Concession

 

Net

Proceeds

 

Coupon

Rate

 

Coupon

Frequency

 

Maturity

Date

 

1st Coupon

Date

 

1st Coupon

Amount

 

Survivor’s

Option

 

Product

Ranking

26054L5W9

  $810,000.00   100%   1.250%   $799,875.00   2.950%   Semi-Annual   03/15/2027   09/15/2022   $14.01   Yes   Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 9/15/2022 and any time thereafter.

Joint Lead Managers and Lead Agents: InspereX LLC        Agents: Citigroup, Morgan Stanley, Wells Fargo Advisors

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment date occurring on 09/15/2022 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 0.8500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 0.8500% to the public offering price, thereby not retaining any portion of the discount as compensation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26054L5X7   $271,000.00   100%   1.800%   $266,122.00   3.400%   Semi-Annual   03/15/2032   09/15/2022   $16.15   Yes   Senior Unsecured Notes

 

Redemption Information: Callable at 100.000% on 9/15/2022 and any time thereafter.

 

Joint Lead Managers and Lead Agents: InspereX LLC         Agents: Citigroup, Morgan Stanley, Wells Fargo Advisors

 

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment date occurring on 09/15/2022 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

 

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 1.2500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 1.2500% to the public offering price, thereby not retaining any portion of the discount as compensation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26054L5Y5   $1,969,000.00   100%   3.150%   $1,906,976.50   4.200%   Semi-Annual   03/15/2052   09/15/2022   $19.95   Yes   Senior Unsecured Notes

 

Redemption Information: Callable at 100.000% on 9/15/2022 and any time thereafter.

 

Joint Lead Managers and Lead Agents: InspereX LLC        Agents: Citigroup, Morgan Stanley, Wells Fargo Advisors

 

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole or in part, on the interest payment date occurring on 09/15/2022 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

 

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 2.4000% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 2.4000% to the public offering price, thereby not retaining any portion of the discount as compensation.

 

 

LOGO

The Dow Chemical Company

2211 H.H. Dow Way

Midland, Michigan 48674

  

Trade Date: Monday, March 21, 2022 @ 12:00 PM ET

Settle Date: Thursday, March 24, 2022

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only

DTC Number 0235 via RBC Dain Rauscher Inc

  

The Dow Chemical Company

 

The Dow Chemical Company InterNotes

  

 

If the maturity date or an interest payment date for any note is not a business day (as such term is defined in prospectus), principal and premium, if any, and interest for that note is paid on the next business day, and no further such interest will accrue from, and including, the maturity date or such interest payment date.

  
  

 

Legal Matters:

In the opinion of Jonathan Wendt, Managing Counsel and Assistant Secretary, of The Dow Chemical Company (the “Company”), the notes offered by this pricing supplement have been duly authorized, and when executed and issued by the Company, authenticated by the Trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). This opinion is given as of the date hereof and is limited to the law of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of such counsel dated May 12, 2020, filed in the Company’s Current Report on Form 8-K dated May 12, 2020 and incorporated by reference as Exhibit 5.1 to the Company’s registration statement on Form S-3 ASR (File No. 333-232862-01).

  
  

 

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