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Form 424B3 DOW CHEMICAL CO /DE/

November 28, 2022 3:53 PM EST

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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

 

                 
     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   5.500% InterNotes® Due December 15, 2027   457(r)   $1,534,000   100%   $1,534,000   0.0001102   $169.05
                 
Fees to be Paid   Debt   5.750% InterNotes® Due December 15, 2032   457(r)   $831,000   100%   $831,000   0.0001102   $91.58
                 
Fees to be Paid   Debt   6.200% InterNotes® Due December 15, 2052   457(r)   $2,673,000   100%   $2,673,000   0.0001102   $294.57
           
    Total Offering Amount     $5,038,000.00      
           
    Net Fee Due               $555.20

Filed under 424(b)(3), Registration Statement No. 333-265556-01 

Pricing Supplement No. 13 - Dated Monday, November 28, 2022 (To: Prospectus Dated June 13, 2022, and Prospectus Supplement Dated July 22, 2022) 

 

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

26054MA50

  $1,534,000.00   100%   1.250%   $1,514,825.00   5.500%   Semi-Annual   12/15/2027   06/15/2023   $29.64   Yes  

Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 6/15/2023 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 06/15/2023 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  26054MA68   $831,000.00   100%   1.800%   $816,042.00   5.750%   Semi-Annual   12/15/2032   06/15/2023   $30.99   Yes  

Senior Unsecured Notes

 

Redemption Information: Callable at 100.000% on 6/15/2023 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 06/15/2023 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26054MA76

  $2,673,000.00   100%   3.150%   $2,588,800.50   6.200%   Semi-Annual   12/15/2052   06/15/2023   $33.41   Yes  

Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 6/15/2023 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 06/15/2023 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

2211 H.H. Dow Way

Midland, Michigan 48674

  

Trade Date: Monday, November 28, 2022 @ 12:00 PM ET

Settle Date: Thursday, December 1, 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

 

The Dow Chemical 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, Senior 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 July 22, 2022, filed in the Company’s Current Report on Form 8-K dated July 22, 2022 and incorporated by reference as Exhibit 5.1 to the Company’s registration statement on Form S-3 ASR (File No. 333-265556-01).

  
  

 

InterNotes® is a registered trademark of InspereX Holdings LLC. All Rights Reserved.

  

ATTACHMENTS / EXHIBITS

EX-FILING FEES



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