UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 9, 2024 (December 8, 2024)

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule under the Exchange Act (17 CFR

communications pursuant to Rule under the Exchange Act (17 CFR

communications pursuant to Rule under the Exchange Act (17 CFR

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Section 8 - Other Events

Item 8.01 Other Events.

On December 9, 2024, Dow Inc. (“Dow”) issued a press release announcing that its wholly owned subsidiary, The Dow Chemical Company, a Delaware corporation (“TDCC”), has entered into a Sale and Purchase Agreement, dated as of December 8, 2024 (the “Sale and Purchase Agreement”), with InfraPark Holdings, LLC, a Delaware limited liability company and a subsidiary of a fund managed by Macquarie Asset Management (“Macquarie InfraPark”), pursuant to which TDCC will sell at least 40% of the membership interests in Dow InfraCo, LLC, a Delaware limited liability company and wholly owned subsidiary of TDCC (“InfraCo”), to Macquarie InfraPark (the “Transaction”) in exchange for initial cash proceeds of approximately $2.4 billion. In addition, pursuant to the Sale and Purchase Agreement, Macquarie InfraPark has the option to purchase up to an additional 9% of InfraCo’s membership interests (for a total of up to 49% of InfraCo’s membership interests in the aggregate) within six months after the consummation of the Transaction. Should Macquarie InfraPark exercise this option in full, TDCC would receive incremental cash proceeds of up to approximately $0.6 billion. A copy of the press release announcing the Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Sale and Purchase Agreement contains customary representations and warranties made by the parties thereto, and contains customary covenants, including, among others, covenants to conduct the business of InfraCo in the ordinary course before consummation of the Transaction. Consummation of the Transaction is subject to customary closing conditions, including, among others, the receipt of certain required regulatory approvals.

Upon the closing of the Transaction, among other agreements, TDCC and Macquarie InfraPark will enter into an Amended and Restated Limited Liability Company Agreement of InfraCo that provides TDCC with certain customary governance rights as the majority owner of InfraCo. TDCC and InfraCo will also enter into, upon the closing of the Transaction, among other agreements, an Amended and Restated Master Site Services Agreement, pursuant to which InfraCo will provide certain long-term infrastructure services to TDCC using certain assets of InfraCo.

InfraCo is the parent entity of TDCC’s infrastructure-focused company, which operates certain producing energy, environmental, pipeline and infrastructure assets located at five of its or its subsidiaries’ manufacturing sites in the U.S. Gulf Coast, including Freeport, Texas; Texas City, Texas; Seadrift, Texas; Plaquemine, Louisiana and St. Charles, Louisiana.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.

 

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.