Dow & Rohm
Completata l' acquisizione
Dow Chemical Co. completed its acquisition of rival chemical maker Rohm & Haas Co. and narrowly averted the downgrade of its credit rating to junk status, important steps in Dow's quest to ensure its future.
But the Midland, Mich.-based chemical giant still has a way to go to shore up its finances after paying the deal's $16.3 billion price tag, analysts said. The company issued $7 billion in preferred stock and borrowed $9.23 billion from a short-term loan to fund the deal.
Dow will pay part of the debt through the sale of Rohm & Haas's profitable Morton salt unit. The company said late Wednesday it has agreed to sell the business for about $1.68 billion to Germany's K&S AG. That deal, expected to close by mid-year, would reduce borrowings on the loan to $7.5 billion.
Earlier on Wednesday, ratings agency Standard & Poor's cut the company's corporate credit debt rating to 'BBB-' from 'BBB,' one notch above junk. The Rohm & Haas acquisition will "meaningfully stretch" Dow's financial profile at a time of significant economic uncertainty, S&P chemical analyst Kyle Loughlin said in a report. The ratings agency will monitor the company's finances for a possible additional downgrade, depending on business conditions and asset sales, he said.
Moody's Investors Service said late Wednesday that it would release its decision on a review of the company's credit rating in two or three weeks. It is waiting for additional information from Dow, it said.
On Wednesday Dow said that the Rohm & Haas purchase will put the company back on track with its strategy of shifting its business toward higher-margin, more specialized chemicals.
The Morton sale "puts us ahead of schedule on our deleveraging plan," said Chief Executive Andrew Liveris in a statement.
Shares rose 4.51% to $8.81 in 4 p.m. composite trading on the New York Stock Exchange. They are up from a low of $6.33 earlier this year but down from $32.52 a share in July, when Dow agreed to buy Rohm & Haas.
Over the past three months, Dow has been struggling to get its finances together after the collapse of a joint venture with a Kuwaiti state-owned company. Dow had planned to use $9 billion in proceeds from the joint venture to help pay for Rohm & Haas. Dow attempted to delay the acquisition earlier this year, prompting a lawsuit from Rohm & Haas. The two parties settled last month after two major Rohm & Haas shareholders agreed to invest $3 billion in the combined company and Dow was able to extend the terms of a one-year loan to two years.
The interest rate on the loan more than doubles in its second year.
Dow said it will place Rohm & Haas, which had $9.58 billion in 2008 revenue, along with some of its specialty chemical businesses in a new Advanced Materials division. Dow said the unit will have about $14 billion in annual sales, and will be run by Pierre Brondeau, Rohm & Haas's chief operating officer. Dow said efficiencies gained from the merger will allow it to reduce annual costs by $1.3 billion.
Orders at chemical companies have plummeted as consumers and businesses ratchet back their spending in the recession. The plastics and chemicals industry supplies the raw materials used to make nearly all consumer products, from water bottles to flat-screen TVs.
The steep declines in the housing and auto sectors have hit chemical makers especially hard. Now the lengthening recession is drying up orders in other businesses that had been doing well, such as electronics.
Chemical prices have sunk in response to weakening demand, squeezing margins and forcing chemical companies to shutter plants and lay off workers.
The situation appears to have improved slightly from the fourth-quarter, when industrial manufacturers slowed buying in hopes that prices would fall further. Still, analysts expect weak sales for months to come.
Companies with heavy debt loads are finding it hard to stay afloat. The U.S. unit of Dutch LyondellBasell Industries, which was formed in 2007 when Basell International Holdings BV paid $12.7 billion to buy Houston-based Lyondell Chemical Co., filed for Chapter 11 bankruptcy protection earlier this year. The company had been struggling to repay the debt from its acquisition.
Dow has said it has a plan to pay back its debt that will include issuing new equity and debt. It's also looking for partners to replace the Kuwaiti company that pulled out of the joint venture last year. Mr. Liveris has said the company is in talks with two state-owned oil and gas companies, and is trying to revive the deal with Kuwait.