If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the
securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities summarizes the material terms and provisions of the debt securities to which a prospectus
supplement may relate. Each time Dow offers debt securities, the prospectus supplement related to that offering will describe the terms of the debt securities Dow is offering.
The debt securities offered by this prospectus will be unsecured obligations of Dow and will be either senior or subordinated debt. The senior
debt securities will be issued under an indenture dated as of May 1, 2008, which we refer to as the senior indenture, between Dow and The Bank of New York Mellon Trust Company, N.A., as trustee. The subordinated debt securities will be issued under
an indenture to be entered into later, which we refer to as the subordinated indenture, between Dow and The Bank of New York Mellon Trust Company, N.A., as trustee. We refer to the senior indenture and the subordinated indenture collectively as the
indentures. The following summary of the debt securities and the indentures does not purport to be complete and is subject to the provisions of the indentures, including the defined terms. Whenever we refer to particular defined terms of the
indentures, those defined terms are incorporated by reference in this prospectus and any applicable prospectus supplement. For additional information, you should review the relevant indenture or form of indenture that is incorporated by reference as
an exhibit to the registration statement of which this prospectus forms a part.
The debt securities are the sole obligation of Dow.
Following the merger with DuPont, Dow will be a wholly owned subsidiary of DowDuPont. Any debt securities issued by Dow will have no recourse to DowDuPont. DowDuPont is not expected to guarantee the notes. The obligations and covenants below are
only applicable to Dow and its consolidated subsidiaries.
General
Dow may issue debt securities from time to time in one or more series without limitation as to aggregate principal amount. The indentures do
not limit the amount of other indebtedness or securities that Dow may issue.
The debt securities will be unsecured obligations. The
senior debt securities will rank equally with all of Dows other unsecured and unsubordinated indebtedness. The subordinated debt securities will rank equally with all of Dows other unsecured and subordinated indebtedness, except for a
series of subordinated debt securities that is by its terms junior to such subordinated debt securities.
The prospectus supplement will
describe the following terms of the debt securities Dow is offering:
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the title of the debt securities or the series in which the debt securities will be included;
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whether such debt securities will be senior debt securities or subordinated debt securities;
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any limit on the aggregate principal amount of the debt securities of that series;
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the price or prices at which the debt securities will be issued;
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if other than the principal amount, the portion of the principal amount of the debt securities payable if the maturity is accelerated;
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the date or dates on which the principal amount of the debt securities is payable;
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the interest rate or rates, or the formula by which the interest rate or rates will be determined, if any, the date from which any interest will accrue and the circumstances, if any, in which Dow may defer interest
payments;
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the interest payment dates on which any interest will be payable, the regular record date for any interest payable on any debt securities that are registered securities on any interest payment date, and the extent to
which, or the manner in which, any interest payable on a global security on an interest payment date will be paid if different from the manner described below under Global Securities;
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any mandatory or optional sinking fund or analogous provisions;
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each office or agency where the principal of and any premium and interest on the debt securities will be payable and each office or agency where the debt securities may be presented for registration of transfer or
exchange;
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the date, if any, after which and the price or prices at which the debt securities may, pursuant to any optional or mandatory redemption provisions, be redeemed, in whole or in part, and the other detailed terms and
provisions of any optional or mandatory redemption provisions;
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the denominations in which Dow may issue any debt securities which are registered securities, if other than denominations of $1,000 and any integral multiple thereof;
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if other than U.S. dollars, the currency or currencies of payment of principal of and any premium and interest on the debt securities;
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if the amount of any payment may be determined with reference to an index or formula based on securities, commodities, intangibles, articles or goods, or any other financial, economic or other measure or instrument,
including the occurrence or non-occurrence of any event or circumstance, the manner in which the amount will be determined;
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any additional covenants applicable to the debt securities; and
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any other terms and provisions of the debt securities not inconsistent with the terms and provisions of the indenture.
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The prospectus supplement also will describe any special provisions for the payment of additional amounts with respect to the debt securities.
If the purchase price of any of the debt securities is denominated in one or more foreign currencies or if the principal of, or any
premium and interest on, any series of debt securities is payable in one or more foreign currencies, the restrictions, elections, general tax considerations, specific terms and other information with respect to such debt securities and such foreign
currency or currency units will be set forth in the related prospectus supplement.
Some of the debt securities may be issued as original
issue discount securities (bearing no interest or bearing interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their principal amount. The prospectus supplement will describe the federal
income tax considerations and other special considerations which apply to any original issue discount securities.
Dow may, without notice
to or consent of the holders or beneficial owners of a series of debt securities, issue additional debt securities having the same ranking, interest rate, maturity and other terms as the debt securities initially issued. Any such debt securities
could be considered part of the same series of debt securities as the debt securities initially issued.
Denominations, Registration and Transfer
The debt securities may be issued as registered securities. Debt securities may be issued in the form of one or more global
securities, as described below under the section of this prospectus captioned Global Securities. Unless otherwise provided in the prospectus supplement, registered securities denominated in U.S. dollars will be issued only in
minimum denominations of $1,000 or any integral multiple thereof. A global security will be issued in a denomination equal to the aggregate principal amount of outstanding debt securities represented by that global security. The prospectus
supplement relating to debt securities denominated in a foreign or composite currency will specify the denominations in which the debt securities will be issued.
Registered securities of any series may be exchanged for other registered securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations.
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Debt securities may be presented for exchange as described in the previous paragraph, and
registered securities, other than a global security, may be presented for registration of transfer, with the form of transfer duly executed, at the office of the security registrar designated by Dow or at the office of any transfer agent designated
by Dow for that purpose, without service charge and upon payment of any taxes and other governmental charges as described in the indenture. The transfer or exchange will be effected when the security registrar or the transfer agent is satisfied with
the documents of title and identity of the person making the request. Dow has initially appointed the trustee as the security registrar under the indenture. If a prospectus supplement refers to any transfer agent initially designated by Dow with
respect to any series of debt securities, Dow may at any time cancel the designation of the transfer agent or approve a change in the location through which the transfer agent acts, except that Dow will be required to maintain a transfer agent in
each place of payment for the series.
Dow may at any time designate additional transfer agents with respect to any series of debt
securities.
In the event of any redemption in part, Dow will not be required to:
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issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before the date of the publication of a notice of redemption of debt securities of
that series selected to be redeemed and ending at the close of business on the day of publication of the relevant notice of redemption; or
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register the transfer of or exchange any registered security or portion of any registered security called for redemption, except the unredeemed portion of any registered security being redeemed in part.
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Payments and Paying Agents
Unless otherwise indicated in the prospectus supplement, Dow will pay the principal of and any premium and interest on registered securities
other than a global security at the office of one or more paying agents designated by Dow. At Dows option, however, Dow may pay any interest by check mailed to the address of the payee entitled to the interest at the address which appears in
the security register. Unless otherwise indicated in the prospectus supplement, payment of any installment of interest on registered securities will be made to the person in whose name the registered security is registered at the close of business
on the record date for the applicable interest payment.
Unless otherwise indicated in the prospectus supplement, the principal office of
the trustee in New York City will be Dows sole paying agent for payments with respect to debt securities which may be issued only as registered securities. Any paying agent outside the United States and any other paying agent in the United
States initially designated by Dow for the debt securities will be named in the prospectus supplement. Dow may at any time designate additional paying agents, or cancel the designation of any paying agent or approve a change in the office through
which any paying agent acts, except that Dow will be required to maintain a paying agent in each place of payment for the series.
All
amounts paid by Dow to a paying agent for the payment of principal of and any premium and interest on any debt security that remain unclaimed at the end of two years after the principal, premium or interest has become due and payable will be repaid
to Dow and after the repayment the holder of the debt security or any coupon related to the debt security may look only to Dow for the payment of principal of and any premium and interest on the debt security.
Global Securities
The debt securities of
a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global
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securities may be issued in registered form and in either temporary or permanent form. Unless and until it is exchanged for debt securities in definitive form, a temporary global security in
registered form may not be transferred except as a whole by:
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the depositary for the global security to a nominee of the depositary;
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a nominee of the depositary for the global security to the depositary or another nominee of the depositary; or
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the depositary for the global security or the nominee to a successor of the depositary or a nominee of the successor.
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Unless otherwise indicated in the prospectus supplement, registered debt securities issued in global form will be represented by one or more
global securities deposited with, or on behalf of, The Depository Trust Company, New York, New York, which we refer to as DTC, or another depositary appointed by Dow, and registered in the name of the depositary or its nominee. The debt securities
will not be issued in definitive form unless otherwise provided in the prospectus supplement.
DTC will act as securities depositary for
the securities. The debt securities will be issued as fully registered securities registered in the name of Cede & Co. (DTCs partnership nominee). One fully registered global security will be issued with respect to each $500
million of principal amount and one or more additional certificates will be issued with respect to any remaining principal amount of debt securities.
DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A
of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations
and other similar organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also
available to indirect participants such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and
its participants are on file with the SEC.
Purchases of debt securities under the DTC system must be made by or through direct
participants, which will receive a credit for the debt securities on DTCs records. The ownership interest of each actual purchaser of each debt security is in turn to be recorded on the direct and indirect participants records. These
beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive a written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the
direct or indirect participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is discontinued.
To facilitate subsequent transfers, all debt securities deposited by participants with DTC are registered in the name of DTCs
partnership nominee, Cede & Co. The deposit of debt securities with DTC and their registration in the name of Cede & Co. will effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the
debt securities; DTCs records reflect only the identity of the direct participants to whose accounts the debt securities are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account
of their holdings on behalf of their customers.
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Delivery of notices and other communications by DTC to direct participants, by direct
participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTCs
practice is to determine by lot the amount of the interest of each direct participant in the issue to be redeemed.
Neither DTC nor
Cede & Co. will consent or vote with respect to debt securities. Under its usual procedures, DTC mails an omnibus proxy to Dow as soon as possible after the record date. The omnibus proxy assigns Cede & Co.s consenting or
voting rights to those direct participants to whose accounts the debt securities are credited on the record date (identified in a listing attached to the omnibus proxy).
Principal and interest payments, if any, on the debt securities will be made to Cede & Co., as nominee of DTC. DTCs
practice is to credit direct participants accounts, upon DTCs receipt of funds and corresponding detail information from Dow or the trustee, on the applicable payable date in accordance with their respective holdings shown on DTCs
records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers registered in street name, and will be the
responsibility of that participant and not of DTC, the trustee or Dow, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. is Dows responsibility
or the trustees, disbursement of payments to direct participants shall be the responsibility of DTC, and disbursement of payments to beneficial owners is the responsibility of direct and indirect participants.
A beneficial owner must give notice to elect to have its debt securities purchased or tendered, through its participant, to a tender agent,
and shall effect delivery of debt securities by causing the direct participants to transfer the participants interest in the debt securities, on DTCs records, to a tender agent. The requirement for physical delivery of debt securities in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the debt securities are transferred by direct participants on DTCs records and followed by a book-entry credit of tendered debt
securities to the tender agents account.
DTC may discontinue providing its services as securities depository with respect to the
debt securities at any time by giving reasonable notice to Dow or the trustee. Under these circumstances, in the event Dow does not appoint a successor securities depository, debt security certificates will be printed and delivered.
Dow may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that
event, debt security certificates will be printed and delivered.
The information in this section concerning DTC and DTCs book-entry
system has been obtained from sources that Dow believes to be reliable, but Dow takes no responsibility for their accuracy.
Certain Covenants
Applicable to Senior Debt Securities
Limitations on Liens
The senior indenture provides that, subject to the exceptions described below and those set forth under Exempted Indebtedness, Dow
may not, and may not permit any restricted subsidiary to, create or permit to exist any lien on any principal property, additions to principal property or shares of capital stock of any restricted subsidiary without equally and ratably securing the
debt securities. This restriction will not apply to permitted liens, including:
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liens on principal property existing at the time of its acquisition or to secure the payment of all or part of the purchase price or any additions thereto or to secure any indebtedness incurred at the time of, or within
120 days after, the acquisition of such principal property or any addition thereto;
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liens existing on the date of the indenture;
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liens on property or shares of capital stock, or arising out of any indebtedness of any corporation existing at the time the corporation becomes or is merged into Dow or a restricted subsidiary;
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liens which exclusively secure debt owing to Dow or a subsidiary by a restricted subsidiary;
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liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith;
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liens arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been
finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; or pledges or deposits to secure payment of workmens compensation or other insurance, good faith deposits in connection with
tenders, contracts (other than contracts for the payment of money) or leases, deposits to secure public or statutory obligations, deposits to secure public or statutory obligations, deposits to secure or in lieu of surety or appeal bonds, or
deposits as security for the payment of taxes;
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liens in connection with the issuance of tax-exempt industrial development or pollution control bonds or other similar bonds issued pursuant to Section 103(b) of the Internal Revenue Code to finance all or any part
of the purchase price of or the cost of construction, equipping or improving property; provided that those liens are limited to the property acquired or constructed or the improvement and to substantially unimproved real property on which the
construction or improvement is located; provided further, that Dow and its restricted subsidiaries may further secure all or any part of such purchase price or the cost of construction of any improvements and personal property by an interest on
additional property of Dow and restricted subsidiaries only to the extent necessary for the construction, maintenance and operation of, and access to, the property so acquired or constructed or the improvement;
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liens arising from assignments of money due under contracts of Dow or a restricted subsidiary with the United States or any State, or any department, agency or political subdivision of the United States or any State;
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liens in favor of any customer arising in respect of payments made by or on behalf of a customer for goods produced for or services rendered to customers in the ordinary course of business not exceeding the amount of
those payments;
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any extension, renewal or replacement of any lien referred to in any of the previous clauses; and
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statutory liens, liens for taxes or assessments or governmental charges or levies not yet due or delinquent or which can be paid without penalty or are being contested in good faith, landlords liens on leased
property, easements and liens of a similar nature as those described above.
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Limitation on Sale and Lease-Back Transactions
The senior indenture provides that, subject to the exceptions set forth below under the section of this prospectus captioned Exempted
Indebtedness, sale and lease-back transactions by Dow or any restricted subsidiary of any principal property are prohibited (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for
leases between Dow and a subsidiary or between subsidiaries) unless the net proceeds of the sale and leaseback transaction are at least equal to the fair value of the property.
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Exempted Indebtedness
Dow or any restricted subsidiary may create or assume liens or enter into sale and lease-back transactions not otherwise permitted under the
limitations on liens and sale and lease-back transactions described above, so long as at that time and after giving effect to the lien or sale and lease-back transaction, the sum of:
(1) the aggregate outstanding indebtedness of Dow and its restricted subsidiaries incurred after the date of the indenture and secured by the
proscribed liens relating to principal property; plus
(2) the aggregate discounted value of the obligations for rental payments in
respect to the proscribed sale and
lease-back
transactions relating to principal property;
does not exceed 10% of
consolidated net tangible assets at such time.
There are no covenants or provisions contained in the indenture which protect holders of
debt securities in the event of a highly leveraged transaction.
Certain Definitions
The following are the meanings of terms that are important in understanding the covenants previously described:
Consolidated net tangible assets means the total assets of Dow and its consolidated subsidiaries as shown on or reflected in its
balance sheet, less:
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all current liabilities, excluding current liabilities that could be classified as long-term debt under generally accepted accounting principles and current liabilities that are by their terms extendible or renewable at
the obligors option to a time more than 12 months after the time as of which the amount of current liabilities is being computed;
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advances to entities accounted for on the equity method of accounting; and
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Intangible assets means the aggregate value, net of any
applicable reserves, as shown on or reflected in Dows balance sheet, of:
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all trade names, trademarks, licenses, patents, copyrights and goodwill;
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organizational and development costs;
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deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents and similar items and tangible assets being amortized; and
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amortized debt discount and expense, less unamortized premium.
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Principal property
means any manufacturing facility having a gross book value in excess of 1% of consolidated net tangible assets that is owned by Dow or any restricted subsidiary and located within the United States, excluding its territories and possessions and
Puerto Rico, other than any facility or portion of a facility which Dows board of directors reasonably determines is not material to the business conducted by Dow and its subsidiaries as a whole.
Restricted subsidiary means any subsidiary:
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of which substantially all of the property of is located, and substantially all of the business is carried on, within the United States, excluding its territories and possessions and Puerto Rico; and
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that owns or operates one or more principal properties;
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provided, however, restricted subsidiary shall not include a subsidiary that is primarily engaged in the business
of a finance or insurance company, and branches of that finance or insurance company.
Subsidiary means each corporation of
which more than 50% of the outstanding voting stock is owned, directly or indirectly, by Dow or by Dow and one or more of its subsidiaries.
Subordination of Subordinated Debt Securities
Unless otherwise indicated in an applicable prospectus supplement, the following provisions will apply to the subordinated debt securities.
The subordinated debt securities will, to the extent described in the subordinated indenture, be subordinate in right of payment to the
prior payment in full of all senior indebtedness (as defined below). Upon any payment or distribution of assets to creditors pursuant to any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors,
marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of ours, the holders of senior indebtedness will be entitled to payment in full of any
principal, premium, if any, and interest on such senior indebtedness, before the holders of the subordinated debt securities will be entitled to any payment in respect of any principal, premium, if any, or interest on the subordinated debt
securities. Because of the subordination, our creditors may ratably recover less than the holders of senior indebtedness, and more than the holders of the subordinated debt securities, upon liquidation or insolvency.
If the maturity of any subordinated debt securities is accelerated, the holders at that time of all senior indebtedness then outstanding will
first be entitled to receive payment in full of all amounts due thereon, before the holders of the subordinated debt securities will be entitled to receive any payment of any principal, premium, if any, and interest on the subordinated debt
securities.
No principal, premium or interest payments may be made in respect of the subordinated debt securities if:
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a default beyond any grace period in any payment of principal, interest or any other monetary amounts has occurred and is continuing regarding any senior indebtedness;
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an event of default resulting in the acceleration of the maturity of any senior indebtedness has occurred and is continuing;
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any judicial proceeding is pending regarding any such default; or
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Dow dissolves, winds-up, liquidates or reorganizes, whether in bankruptcy, insolvency or otherwise.
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For purposes of the subordination provisions of the subordinated indenture, the payment, issuance and delivery of cash, property or
securities, other than stock and our specified subordinated securities, upon conversion of a subordinated debt security, is a principal payment in respect of the subordinated debt security.
The subordinated indenture does not limit or prohibit the incurrence of additional senior indebtedness, including indebtedness that is senior
to the subordinated debt securities, but subordinate to our other obligations. The senior debt securities constitute senior indebtedness under the subordinated indenture.
The term senior indebtedness includes all amounts due on and obligations incurred in connection with any of the following, whether
outstanding at the date the subordinated indenture is executed, or incurred or created after the subordinated indenture is executed, unless the instrument creating or evidencing the obligation provides that it is not senior in right of payment to
the subordinated debt securities, or is equally senior with or junior to the subordinated debt securities:
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our indebtedness, obligations and other liabilities, contingent or otherwise, incurred for money borrowed or evidenced by bonds, debentures, notes or similar instruments;
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our reimbursement obligations and other liabilities, contingent or otherwise, regarding letters of credit, bankers acceptances issued for our account, or similar credit transactions;
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obligations and liabilities, contingent or otherwise, in respect of leases by us as lessee that are accounted for as capitalized lease obligations on our balance sheet in accordance with generally accepted accounting
principles;
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our obligations and liabilities, contingent or otherwise, issued or assumed as the deferred purchase price of property, as conditional sale obligations, or under any title retention agreements;
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all direct or indirect guarantees or similar agreements in respect of, and obligations or liabilities, contingent or otherwise, to purchase or otherwise acquire or assure a creditor against our loss in respect of,
indebtedness, obligations, dividends, or liabilities of another person described in any of the four immediately preceding provisions;
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any indebtedness described in any of the five immediately preceding provisions and that is secured by any mortgage, pledge, lien or other encumbrance existing on property owned or held by us, regardless of whether the
indebtedness secured thereby has been assumed by us; and
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any deferrals, renewals, extensions and refunds of, or amendments, modifications or supplements to, any indebtedness, obligation or liability described in any of the five immediately preceding provisions.
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Senior indebtedness will not include trade accounts payable, accrued liabilities arising in the ordinary course
of business or indebtedness to our subsidiaries.
The applicable prospectus supplement may further describe the provisions, if any,
applicable to the subordination of the subordinated debt securities of a particular series.
Consolidation, Merger and Sale of Assets
Dow may not merge or consolidate or sell or convey all or substantially all of its assets unless:
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the successor corporation is Dow or is a domestic corporation that assumes Dows obligations on the debt securities and under the indenture; and
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after giving effect to the transaction, Dow or the successor corporation would not be in default under the indenture.
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Events of Default
With respect to any
series of debt securities, any one of the following events will constitute an event of default under the indenture:
(1) default by Dow for
30 days in the payment of any installment of interest on the debt securities of that series;
(2) default by Dow in the payment of any
principal on the debt securities of that series;
(3) default by Dow in the payment of any sinking fund installment;
(4) default by Dow in the performance, or breach by Dow, of any of the covenants or warranties contained in the indenture for the benefit of
the debt securities of that series which is not remedied within a period of 90 days after receipt of written notice by Dow from the trustee or the holders of not less than 25% in principal amount of the debt securities of that series then
outstanding;
(5) Dow commences bankruptcy or insolvency proceedings or consents to any bankruptcy relief sought against it;
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(6) Dow becomes involved in involuntary bankruptcy or insolvency proceedings and an order for
relief is entered against it, if that order remains unstayed and in effect for more than 60 consecutive days; or
(7) any other event of
default established in accordance with a supplemental indenture or board resolution with respect to any series of debt securities.
No
event of default described in clauses (1), (2), (3), (4) or (7) above with respect to a particular series of debt securities necessarily constitutes an event of default with respect to any other series of debt securities.
The indenture provides that if an event of default under clauses (1), (2), (3), (4) or (7) above (but only if the event of default
under clauses (4) or (7) is with respect to less than all series of debt securities then outstanding) shall have occurred and be continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the
then-outstanding debt securities of the series affected by the event of default, each affected series treated as a separate class, may declare the principal of all the debt securities of each affected series, together with accrued interest, to be
due and payable immediately. If an event of default under clauses (4) or (7) above (but only if the event of default under clauses (4) or (7) is with respect to all of the series of debt securities then outstanding) shall have
occurred and be continuing, either the trustee or the holders of not less than 25% in the aggregate principal amount of all the debt securities then outstanding, treated as one class, may declare the principal of all the debt securities, together
with accrued interest, to be due and payable immediately. If an event of default under clauses (5) or (6) above shall have occurred, the principal of all the debt securities, together with accrued interest, will become due and payable
immediately without any declaration or other act by the trustee or any holder.
If prior to any judgment or decree for the payment of
money due being entered or obtained, Dow delivers to the trustee an amount of money sufficient to pay all interest then due and the principal of any securities that have matured (other than through acceleration) and the trustees expenses and
Dow has cured any defaults under the indenture, then such declaration (including a declaration caused by a default in the payment of principal or interest, the payment for which has subsequently been provided) may be rescinded and annulled by the
holders of a majority in principal amount of the debt securities of the series then outstanding, each such series treated as a separate class, or all debt securities treated as one class, as the case may be, as were entitled to declare such default.
In addition, past defaults may be waived by the holders of a majority in principal amount of the debt securities of the series then outstanding, each series treated as a separate class, or all debt securities treated as one class, as the case may
be, as were entitled to declare such default, except a default in the payment of the principal of or interest on the debt securities or in respect of a covenant or provision of the indenture that cannot be modified or amended without the approval of
the holder of each debt security so affected.
Notwithstanding the foregoing, at Dows election, the sole remedy for an event of
default specified in clause (4) above relating to the failure by Dow to comply with the covenant in the indenture requiring Dow to file with the trustee copies of the reports and other information it files with the SEC (Dows SEC
filing obligations) and for any failure by Dow to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act of 1939, as amended (the TIA), which similarly requires Dow to file with the trustee copies of the
reports and other information it files with the SEC, shall for the first 270 days after the occurrence of such an event of default consist exclusively of the right to receive additional interest on the debt securities of such series at an
annual rate equal to 0.25% of the principal amount of the debt securities. This additional interest will accrue on the debt securities from and including the date on which an event of default relating to a failure to comply with Dows SEC
filing obligations or the failure to comply with the requirements of Section 314(a)(1) of the TIA first occurs to but not including the 270th day thereafter (or such earlier date on which the event of default shall have been cured or
waived). On such 270th day (or earlier, if such event of default is cured or waived prior to such 270th day), such additional interest will cease to accrue and, if such event of default has not been cured or waived prior to such 270
th
day, then either the trustee or the holders of not less than 25% in the aggregate principal amount of the debt securities of such series then outstanding may declare the principal of all the
debt securities of such series, together with accrued interest, to be due and payable immediately. This provision shall not affect the rights of holders in the event of the occurrence of any other event of default.
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The indenture contains a provision entitling the trustee, subject to the duty of the trustee
during default to act with the required standard of care, to be indemnified to its reasonable satisfaction by the holders of debt securities before exercising any right or power under the indenture at the request of the holders of the debt
securities. The indenture also provides that the holders of a majority in principal amount of the outstanding debt securities of all series affected, each series treated as a separate class, may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of such series.
The indenture requires Dow to file annually with the trustee a certificate as to the absence of any default or specifying any default that
exists.
Satisfaction and Discharge of Indenture
The indenture with respect to any series, except for the surviving obligations, including Dows obligation to compensate the trustee and
to pay the principal of and interest on the debt securities of that series, will be discharged and canceled upon the satisfaction of specified conditions, including:
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payment of all the debt securities of that series; or
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the deposit with the trustee of cash or U.S. government obligations or a combination of cash and U.S. government obligations sufficient for the payment or redemption in accordance with the indenture and the terms of the
debt securities of that series.
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Modification and Waiver
Dow and the trustee may modify and amend the indenture with the consent of the holders of more than 50% of the principal amount of the
outstanding debt securities of each series which is affected. No supplemental indenture may, without the consent of the holders of all outstanding debt securities:
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extend the final maturity of, reduce the rate or extend the time of payment of interest on, reduce the principal amount of, or reduce any amount payable on any redemption of, any debt securities; or
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reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for any supplemental indenture.
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Governing Law
The indenture and the debt
securities will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof.
Information About the Trustee
The
trustees corporate trust office is located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602. The trustees principal corporate trust office is located at 400 South Hope Street, Suite 400, Los Angeles, California 90071.
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