Dow Can Pay Takeover Debt: Can It Make Takeover Work?

Includes: DOW, ROH
by: Todd Sullivan

Dow Chemical (DOW) said at the time the Rohm & Haas (ROH) deal was completed they intended to pay off the bridge loan used to finance it before the end of the year. They have done that

The Dow Chemical Company (NYSE: DOW) and K+S Aktiengesellschaft announced jointly today that the United States Federal Trade Commission (FTC) has voted to accept a consent decree agreed to by K+S Aktiengesellschaft.

The acceptance of the consent decree by the FTC clears the parties to close the acquisition by K+S of Morton International Inc., the salt business of Rohm and Haas Company.

The two companies expect that the closing of the transaction will take place within the next few days.

K+S already fulfilled the requirements by the FTC for selling bulk de-icing salt assets in Maine and Connecticut. The impact on the business generated by these divestitures is minor. Following the acquisition of Morton Salt, K+S will become the largest salt producer in the world.

Dow will use the $1.68 billion in gross proceeds from the sale of Morton Salt to fully pay off the balance of a bridge loan Dow used to partially fund its acquisition of Rohm and Haas. The payoff of this short-term financing facility comes well ahead of Dow’s goal to pay the loan off by the end of the year.

This sale together with $6B in new LT debt and $2B in new equity issued accomplish the task.

The purchase of Rohm turned into a soap opera and now it is finally over. The next year will determine if it was indeed worth it or if it goes down as yet another mega merger failure. Based on Dow’s history of integrating large acquisitions (Union Carbide), to needle has to tilt towards them successfully completing it and realizing the cost savings/profit goals.

Getting a decent price for the basics business they have been trying to sell and paying down more outstanding debt AND reinstating the previous dividend level would be a very nice first step.