The Dow Chemical Co.
11/04/2024 | Press release | Distributed by Public on 11/04/2024 13:56
Supplemental Prospectus - Form 424B3
424B3
CALCULATION OF FILING FEE TABLE
424(b)(3)
(Form Type)
The Dow Chemical
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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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 |
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| Fees to be Paid | Debt | 4.850% InterNotes® Due November 15, 2031 | 457(r) | $1,038,000 | 100% | $1,038,000 | 0.0001531 | $158.92 | ||||||||
| Fees to be Paid | Debt | 5.050% InterNotes® Due November 15, 2034 | 457(r) | $625,000 | 100% | $625,000 | 0.0001531 | $95.69 | ||||||||
| Fees to be Paid | Debt | 5.550% InterNotes® Due November 15, 2054 | 457(r) | $2,907,000 | 100% | $2,907,000 | 0.0001531 | $445.06 | ||||||||
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Total Offering Amount |
$4,570,000.00 | |||||||||||||||
| Net Fee Due | $699.67 |
Filed under 424(b)(3), Registration Statement No. 333-265556-01
Pricing Supplement No. 71 - Dated Monday, November 4, 2024 (To: Prospectus Dated June 13, 2022, and Prospectus Supplement Dated July 22, 2022)
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CUSIP |
Principal |
Selling |
Gross |
Net |
Coupon |
Coupon |
Maturity |
1st |
1st |
Survivor's |
Product |
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26054MGK1 |
$1,038,000.00 | 100% | 1.450% | $1,022,949.00 | 4.850% | Semi-Annual | 11/15/2031 | 05/15/2025 | $25.33 | Yes |
Senior Unsecured Notes |
Redemption Information: Callable at 100.000% on 5/15/2025 and any time thereafter.
Joint Lead Managers and Lead Agents: InspereX LLC Agents: Citigroup, Wells Fargo Advisors
This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical , in whole or in part, on the interest payment date occurring on 05/15/2025 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 1.0000% 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 1.0000% to the public offering price, thereby not retaining any portion of the discount as compensation.
| 26054MGL9 | $625,000.00 | 100% | 1.800% | $613,750.00 | 5.050% | Semi-Annual | 11/15/2034 | 05/15/2025 | $26.37 | Yes |
Senior Unsecured Notes |
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Redemption Information: Callable at 100.000% on 5/15/2025 and any time thereafter. Joint Lead Managers and Lead Agents: InspereX LLC Agents: Citigroup, Wells Fargo Advisors This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical , in whole or in part, on the interest payment date occurring on 05/15/2025 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. |
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| 26054MGM7 | $2,907,000.00 | 100% | 3.150% | $2,815,429.50 | 5.550% | Semi-Annual | 11/15/2054 | 05/15/2025 | $28.98 | Yes |
Senior Unsecured Notes |
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Redemption Information: Callable at 100.000% on 5/15/2025 and any time thereafter. Joint Lead Managers and Lead Agents: InspereX LLC Agents: Citigroup, Wells Fargo Advisors This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical , in whole or in part, on the interest payment date occurring on 05/15/2025 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. |
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The Dow Chemical 2211 H.H. Dow Way Midland, Michigan 48674 |
Trade Date: Monday, November 4, 2024 @ 12:00 PM ET Settle Date: Thursday, November 7, 2024 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 The Dow Chemical InterNotes |
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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. |
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Legal Matters: In the opinion of Shandell S. Massey, 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 February 9, 2024, filed in the Company's Current Report on Form 8-K dated February 9, 2024 and incorporated by reference as Exhibit 5.1 to the Company's registration statement on Form S-3 ASR (File No. 333-265556-01). |
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InterNotes® is a registered trademark of InspereX Holdings LLC. All Rights Reserved. |