Dow Inc. (DOW, Financial) has announced a significant transaction involving its wholly owned subsidiary, The Dow Chemical Company (TDCC). On December 9, 2024, Dow revealed that TDCC has entered into a Sale and Purchase Agreement with InfraPark Holdings, LLC, a subsidiary of a fund managed by Macquarie Asset Management. This agreement entails the sale of at least 40% of the membership interests in Dow InfraCo, LLC, a wholly owned subsidiary of TDCC, to Macquarie InfraPark for initial cash proceeds of approximately $2.4 billion.
In addition to the initial sale, Macquarie InfraPark holds an option to purchase up to an additional 9% of InfraCo’s membership interests within six months following the transaction's completion. If exercised in full, this option could bring TDCC incremental cash proceeds of up to $0.6 billion, potentially increasing Macquarie InfraPark's total stake to 49%.
The Sale and Purchase Agreement includes customary representations, warranties, and covenants, ensuring the business operations of InfraCo continue as usual until the transaction is finalized. The completion of this transaction is contingent upon customary closing conditions, including necessary regulatory approvals.
Upon closing, TDCC and Macquarie InfraPark will enter into an Amended and Restated Limited Liability Company Agreement, granting TDCC certain governance rights as the majority owner. Additionally, TDCC and InfraCo will establish an Amended and Restated Master Site Services Agreement, under which InfraCo will provide long-term infrastructure services to TDCC using its assets.
InfraCo serves as the parent entity for TDCC’s infrastructure-focused operations, managing non-product producing energy, environmental, pipeline, and infrastructure assets across five U.S. Gulf Coast manufacturing sites, including locations in Freeport, Texas; Texas City, Texas; Seadrift, Texas; Plaquemine, Louisiana; and St. Charles, Louisiana.
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