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): September 8, 2008
THE
DOW CHEMICAL COMPANY
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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1-3433
Commission
File Number
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38-1285128
(IRS
Employer
Identification
No.)
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2030 Dow Center, Midland,
Michigan
(Address
of principal executive offices)
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48674
(Zip
code)
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(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement
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On
September 8, 2008, The Dow Chemical Company (the “Company”), as borrower,
entered into a Term Loan Agreement (the “Loan Agreement”) with the lenders party
thereto and Citibank, N.A., as administrative agent for the lenders, in order to
partially finance the acquisition by the Company of Rohm and Haas Company (the
“Target”) (the “acquisition”), to retire certain debt of the Target and to pay
costs and expenses in connection therewith.
Under the
Loan Agreement, the lenders have committed to lend to the Company an aggregate
principal amount that will not exceed the sum of each of their commitments,
totaling U.S.$13,000,000,000, in a single term borrowing on the date of the
closing of the acquisition. The Loan Agreement will mature on the
earlier of (a) the first anniversary of the closing date and (b) April 14,
2010. The Loan Agreement permits both prime rate based loans and
LIBOR based loans.
The
commitments will be subject to mandatory reduction if the aggregate amount of
commitments exceeds the sum of (i) the cash consideration payable by the Company
in connection with the merger of its wholly owned subsidiary Ramses Acquisition
Corp. (“Ramses”) into the Target (the “acquisition consideration”), (ii) all the
indebtedness, including a certain credit agreement, of the Target and its
subsidiaries that the Company elects to repay on the closing date (the
“indebtedness to be refinanced”) and (iii) the costs incurred by the Company in
connection with the merger of Ramses into the Target, the repayment of the
indebtedness to be refinanced and the transactions under the Loan Agreement (the
“transaction costs”). The Loan Agreement also contains provisions
relating to mandatory prepayment and reduction of commitments in certain
circumstances, such as receipt by the Company or any of its consolidated
subsidiaries of proceeds from certain sales of assets, incurrence of
indebtedness for borrowed money and any sale or issuance of any of equity
interests or equity-linked securities, in each case subject to agreed
exceptions.
Subject
to certain conditions, the Company may at its option terminate the commitments
at any time or reduce the aggregate amount of the commitments or prepay in whole
or in part the principal amount of the loans together with accrued
interest.
The Loan
Agreement contains affirmative and restrictive covenants, including: (a)
periodic financial reporting requirements, (b) limitations on liens, (c)
limitations on the incurrence of additional indebtedness, unless the ratio of
the Company’s consolidated indebtedness (as defined in the Loan Agreement) to
its consolidated capitalization (as defined in the Loan Agreement) is not
greater than 0.65 to 1.00, (d) limitations on sale and lease-back transactions,
and (e) limitations on consolidations, mergers and sales of
assets. In addition, the Company has agreed to use the proceeds of
the loans solely to (i) finance the acquisition consideration, (ii) repay the
indebtedness to be refinanced and (iii) finance the transaction
costs. Furthermore, the Company will not permit the total leverage
ratio (as defined in the Loan Agreement) to be greater than 4.25:1.00 when the
Company’s credit rating falls below certain levels or no credit ratings are
available from certain rating agencies..
The Loan
Agreement contains customary events of default.
From time
to time, certain of the lenders provide customary commercial and investment
banking services to the Company. In addition, affiliates of certain
of the lenders are providing advisory services to the Company in connection with
the acquisition.
The Loan
Agreement is attached hereto as Exhibit 99.1.
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Item
2.03
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
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On
September 8, 2008, the Company entered into a Loan Agreement with the lenders
party thereto and Citibank N.A., as administrative agent for the lenders,
pursuant to which the lenders have committed to lend to the Company an aggregate
principal amount not in excess of U.S.$13,000,000,000.
Additional
information included in Item 1.01 above regarding the Loan Agreement is
incorporated by reference into this Item 2.03, and the foregoing description of
the Loan Agreement is qualified in its entirety by reference to the Term Loan
Agreement filed an Exhibit 99.1 to this Current Report.
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Item
9.01
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Financial Statements
and Exhibits
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(d) Exhibits
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Exhibit
No. |
Description |
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99.1
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Term
Loan Agreement, dated as of September 8, 2008, among The Dow Chemical
Company, the lenders party thereto and Citibank, N.A., as administrative
agent for the lenders
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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: September
8, 2008
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The
Dow Chemical Company |
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By:
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/s/ Charles
J. Kalil |
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Name:
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Charles J.
Kalil |
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Title:
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Executive Vice
President, |
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General
Counsel and Corporate Secretary |
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EXHIBITS
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Exhibit
No.
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Description
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99.1
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Term
Loan Agreement, dated as of September 8, 2008, among The Dow Chemical
Company, the lenders party thereto and Citibank, N.A., as administrative
agent for the lenders
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