UNION CARBIDE CORP /NEW/: M&A transaction — Union Carbide sells NewCo units to Dow Multinational for $1.543B note

UNION CARBIDE CORP /NEW/

Union Carbide sold all of its NewCo units to Dow Multinational Holding LLC on December 1, 2023.
The purchase price was a $1,543,400,000 promissory note, valued via third-party appraisal.
The sale is part of a broader corporate reorganization involving Dow entities and contributed assets.
Transaction steps included contributions of assets to NewCo and exchange for membership units.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

UNION CARBIDE CORP /NEW/ completed a disposition involving Dow Multinational Holding LLC for $1,543,400,000 (closed 2023-12-01).

Action: disposition
Counterparty: Dow Multinational Holding LLC
Consideration: $1,543,400,000
Closing: 2023-12-01

Exact text from the filing

On December 1, 2023, as part of the Corporate Reorganization, the Corporation entered into a Sale and Purchase Agreement and a Term Loan Agreement in each case with another Dow Entity, Dow Multinational Holding LLC (“ Dow Multinational ”), pursuant to which the Corporation agreed to sell to Dow Multinational all of its NewCo Units (the “ Purchased NewCo Units ”) in consideration for the issuance by Dow Multinational to the Corporation of a promissory note in an initial principal amount of $1,543,400,000, such principal amount representing the parties’ mutually agreed valuation of the Purchased NewCo Units, based on a third-party appraisal.

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Source: SEC EDGAR

accession 0001193125-23-289888

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