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): May 5, 2009
THE
DOW CHEMICAL COMPANY
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-3433
Commission
File Number
|
38-1285128
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
2030
Dow Center, Midland, Michigan
(Address
of principal executive offices)
|
48674
(Zip
code)
|
|
|
|
|
(989)
636-1000
(Registrant’s
telephone number, including area code)
|
|
|
|
N.A.
(Former
name or former address, if changed since last
report)
|
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 (see General Instruction A.2. below):
¨ 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))
|
Item
1.01
|
Entry into a Material
Definitive Agreement
|
Purchase
Agreement
On May 5,
2009, The Dow Chemical Company (the “Company”) entered
into a purchase agreement (the “Purchase Agreement”)
with certain trusts established by members of the Haas family (the “Haas Trusts”) and
funds managed by Paulson & Co. Inc. (“Paulson,” and
together with the Haas Trusts, the “Investors”), pursuant
to which they agreed to sell to the Company their shares of cumulative perpetual
preferred stock, series B, having an initial liquidation preference of $1,000
per share (the “Perpetual Preferred
Stock”) in consideration for the shares of the Company’s common stock
and/or notes as may be determined by the Company at its sole discretion. The
shares of Perpetual Preferred Stock were originally issued in a transaction
exempt from the registration requirements of the Securities Act of 1933, as
amended. The material terms of the Perpetual Preferred Stock were
previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K
filed on March 12, 2009, and are incorporated by reference herein.
Upon
notice by the Company specifying the amount of Perpetual Preferred Stock that it
shall purchase, the Investors agreed to sell such Perpetual Preferred Stock in
consideration for the Company’s issuance of, as the case may be:
(a) a
number of shares of its common stock determined by dividing (i) $1,000 per share
of the Perpetual Preferred Stock plus the accrued and unpaid dividends to the
date of closing of the Company’s public offering of common stock, by (ii) the
public offering price per share less the underwriting discount per share of the
common stock in such common stock offering; and/or
(b) a
principal amount of notes determined by dividing (i) the original liquidation
preference of the Perpetual Preferred Stock plus the accrued and unpaid
dividends to the date of closing of the Company’s public offering of notes, by
(ii) the public offering price less the underwriting discount of the notes in
such notes offering (in each case expressed as a percentage of the principal
amount of the notes);
such
shares of common stock and/or notes to be sold by the Investors in the Company’s
public offering of common stock and/or notes, as the case may be, pursuant to an
effective registration statement.
The
Company and the Haas Trusts also agreed that the deadline for the automatic
conversion of the Company’s cumulative convertible perpetual preferred stock,
Series C (the material terms of which were previously disclosed in Item 1.01 of
the Company’s Current Report on Form 8-K filed on March 12, 2009) be extended to
June 8, 2009.
The
foregoing summary of the Purchase Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Purchase Agreement, which is attached as
Exhibit 10.1 hereto and incorporated herein by reference.
Underwriting
Agreements
On May 6,
2009, the Company entered into an Underwriting Agreement (the “Equity Underwriting
Agreement”) among the Company, the Investors and the underwriters named
therein (collectively, the “Equity
Underwriters”), in connection with the issuance and sale by the Company
of 66,666,683 shares and the sale by the Investors of 63,768,100 shares of the
Company’s common stock to the Equity Underwriters at a price of $14.49375 per
share (the public
offering price of $15.00 per share minus the Equity Underwriters’ discount) (the
“Equity
Offering”). The Company does not receive any proceeds from the
sale of shares by the Investors. On May 7, 2009, the Equity Underwriters
exercised
their
over-allotment option that certain selling stockholders had granted to acquire
an additional 19,565,217 shares at the same price.
On May 7,
2009, the Company entered into an Underwriting Agreement (the “Debt Underwriting
Agreement”) among the Company, the Investors, and the underwriters named
therein (collectively, the “Debt Underwriters”),
in connection with the issuance and sale by the Company of $6.0 billion in
aggregate principal amount of notes consisting of $1,750,000,000 principal
amount of 7.60% Notes due 2014, $1,903,032,000 principal amount of
8.55% Notes due 2019 and $1,000,000,000 principal amount of 9.40% Notes due
2039, and the sale by the Investors of $1,346,968,000 aggregate principal amount
of the 2019 Notes (the “Debt
Offering”). The Company does not receive any proceeds from the
sale of notes by the Investors.
The
underwritten offerings of shares of the Company’s common stock and notes were
registered under the Securities Act of 1933, as amended, pursuant to an
effective registration statement (File No. 333-140859) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”). Copies
of the Equity Underwriting Agreement and the Debt Underwriting Agreement are
attached as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and are
incorporated by reference into this Report and the Registration
Statement.
The
Company intends to use the proceeds from the Equity Offering to repay a portion
of the Company’s borrowings under its Term Loan Agreement, dated as of September
8, 2008, and as amended by the First Amendment, dated as of March 4, 2009 (the
“Term Loan
Agreement”). The Company intends to use the proceeds from the
Debt Offering to repay a portion of the Company’s borrowings under the Term Loan
Agreement and for refinancings, renewals, replacements, and refundings of
outstanding indebtedness. Certain of the Equity Underwriters and the
Debt Underwriters are affiliated with lenders under the Company’s Term Loan
Agreement.
|
Item
3.02
|
Unregistered Sales of
Equity Securities
|
The
information included in Item 1.01 above is incorporated by reference into this
Item 3.02.
|
Item
9.01
|
Financial Statements
and Exhibits
|
|
|
1.1
|
Underwriting
Agreement, dated as of May 6, 2009
|
|
|
1.2
|
Underwriting
Agreement, dated as of May 7, 2009
|
|
|
10.1
|
Purchase
Agreement, dated as of May 5, 2009
|
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: May
11, 2009
| |
The
Dow Chemical Company |
|
| |
|
|
|
|
| |
|
|
|
|
| |
By: |
/s/ WILLIAM H.
WEIDEMAN |
|
| |
|
Name:
|
William H.
Weideman |
|
| |
|
Title:
|
Vice President and
Controller |
|
| |
|
|
|
|
EXHIBITS
|
|
1.1
|
Underwriting
Agreement, dated as of May 6, 2009
|
|
|
1.2
|
Underwriting
Agreement, dated as of May 7, 2009
|
|
|
10.1
|
Purchase
Agreement, dated as of May 5, 2009
|