Pricing Supplement No. 128

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities Offered

   Maximum Aggregate
Offering Price
     Amount of
Registration Fee
 

1.900% InterNotes® Due March 15, 2018

   $ 4,023,000       $ 548.74   

2.700% InterNotes® Due March 15, 2020

   $ 5,578,000       $ 760.84   

3.350% InterNotes® Due March 15, 2023

   $ 6,760,000       $ 922.06   


                       Filed under 424(b)(2), Registration Statement No. 333-186728
           
 
Pricing Supplement No. 128 - Dated Monday, March 4, 2013 (To: Prospectus Dated February 19, 2013, and Prospectus Supplement
Dated February 19, 2013)
CUSIP
Number
   Principal
Amount
     Selling
Price
    Gross
Concession
    Net Proceeds      Coupon
Rate
    Coupon
Frequency
     Maturity
Date
     1st Coupon
Date
     1st Coupon
Amount
     Survivor’s
Option
     Product
Ranking

26054LRZ8

   $ 4,023,000.00         100     1.250   $ 3,972,712.50         1.900     Semi-Annual         03/15/2018         09/15/2013       $ 9.92         Yes       Senior
Unsecured
Notes

 

Redemption Information: Callable at 100.000% on 03/15/2014 and every coupon date thereafter

 

Joint Lead Managers and Lead Agents: BofA Merrill Lynch, Incapital LLC Agents: Citi, Merrill Lynch, Morgan Stanley, UBS Securities LLC, Wells Fargo Advisors, LLC

 

The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole on the interest payment date occurring on 03/15/2014 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon at least 30 days prior notice to the noteholder and the trustee, as described in the prospectus.

26054LSA2

   $ 5,578,000.00         100     1.450   $ 5,497,119.00         2.700     Semi-Annual         03/15/2020         09/15/2013       $ 14.10         Yes       Senior
Unsecured
Notes

Redemption Information: Callable at 100.000% on 03/15/2014 and every coupon date thereafter

 

Joint Lead Managers and Lead Agents: BofA Merrill Lynch, Incapital LLC Agents: Citi, Merrill Lynch, Morgan Stanley, UBS Securities LLC, Wells Fargo Advisors, LLC

 

The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole on the interest payment date occurring on 03/15/2014 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon at least 30 days prior notice to the noteholder and the trustee, as described in the prospectus.

26054LSB0

   $ 6,760,000.00         100     1.800   $ 6,638,320.00         3.350     Semi-Annual         03/15/2023         09/15/2013       $ 17.49         Yes       Senior
Unsecured
Notes

Redemption Information: Callable at 100.000% on 03/15/2014 and every coupon date thereafter

 

Joint Lead Managers and Lead Agents: BofA Merrill Lynch, Incapital LLC Agents: Citi, Merrill Lynch, Morgan Stanley, UBS Securities LLC, Wells Fargo Advisors, LLC

 

The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical Company, in whole on the interest payment date occurring on 03/15/2014 and on any interest payment date thereafter at a redemption price equal to 100% of the principal amount of the The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon at least 30 days prior notice to the noteholder and the trustee, as described in the prospectus.

 

LOGO

 

The Dow Chemical Company                

2030 Willard H. Dow Center

Midland, Michigan 48674

 

Trade Date: Monday, March 4, 2013 @ 12:00

PM ET Settle Date: Thursday, March 7, 2013

 

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only DTC Number 0235 via RBC Dain Rauscher Inc

 

If the maturity date or an interest payment date for any note is not a business day (as term is defined in prospectus), principal, premium, if any, and interest for that note is paid on the next business day, and no interest will accrue from, and after, the maturity date or interest payment date.

 

Legal Matters:

In the opinion of Duncan Stuart, Counsel, of The Dow Chemical Company (the “Company”), the notes offered by this pricing supplement have been duly authorized, and when executed and issued by the Company, authenticated by the Trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such notes will be legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). This opinion is given as of the date hereof and is limited to the law of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of such counsel dated February 19, 2013, filed in the Company’s Current Report on Form 8- K dated February 19, 2013 and incorporated by reference as Exhibit 5.1 to the Company’s registration statement on Form S-3 ASR (No.: 333-186728). Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying Prospectus Supplement.

 

InterNotes® is a registered trademark of Incapital Holdings LLC. All Rights Reserved.

 

 

The Dow Chemical Company

 

The Dow Chemical Company InterNotes