- Diamond Infrastructure Solutions will leverage Dow’s
operational excellence and Macquarie Asset Management’s
infrastructure and energy expertise to generate growth
opportunities by opening access to Dow’s U.S. Gulf Coast sites to
third party customers
- A fund managed by Macquarie Asset Management to acquire an
initial 40% stake in select Dow U.S. Gulf Coast infrastructure
assets with an option to increase its equity stake to 49% within
six months of closing
- Dow is expected to receive initial cash proceeds of
approximately $US2.4 billion based on the initial transaction, with
potential to receive up to approximately $US3.0 billion in
total
Macquarie Asset Management today announced that a fund managed
by Macquarie Asset Management has entered into a definitive
agreement to acquire a 40% equity stake in select U.S. Gulf Coast
infrastructure assets of Dow Inc. (“Dow”) (NYSE: DOW).
This new partnership, Diamond Infrastructure Solutions
(“Diamond”), will be a specialist infrastructure provider to Dow
and other industrial customers at its five locations in Texas and
Louisiana, offering comprehensive services to its tenants with a
focus on world class efficiency, reliability and safety. As a
dedicated infrastructure company, Diamond will be a new business
model with greater strategic focus on operational efficiencies and
new customer acquisition.
Diamond is comprised of certain non-product producing assets
(power and steam production, pipelines, environmental operations
and general site infrastructure) located at five of Dow’s
manufacturing sites in the U.S. Gulf Coast (USGC): Freeport, Texas
City, and Seadrift in Texas, as well as Plaquemine and St. Charles
in Louisiana. Pipeline and storage assets span across the USGC with
connections to major natural gas, NGL and olefin hubs.
“As a long-term owner of essential infrastructure, we recognize
the value that can be unlocked through the development of
infrastructure platforms like Diamond Infrastructure Solutions,”
said Ben Way, Global Head of Macquarie Asset Management. “We
believe that our significant infrastructure experience and
capabilities, coupled with Dow’s operational excellence, will
deliver additional efficiencies and long-term growth.”
Macquarie Asset Management is a leading global infrastructure
asset manager with a focus on operational excellence. It
prioritizes investments in high quality, essential assets that can
be improved over time and deliver growth and reliable service to
customers, as well as the health and safety of employees. Macquarie
Asset Management has specific experience in managing and operating
industrial parks, regulated utilities and other industry-oriented
infrastructure platforms. Over the last 21 years, Macquarie Asset
Management has invested or committed more than $US21 billion in 54
portfolio companies across the Americas region.1
“Today’s announcement demonstrates Dow’s ongoing commitment to
value maximizing actions across our portfolio,” said Jim
Fitterling, chair and chief executive officer of Dow. “This
transaction further strengthens our financial flexibility and
enables continued cash deployment towards the most attractive
opportunities that will create long-term value for our
stakeholders. We are confident that Macquarie is the right
industrially minded partner due to our shared values to ensure the
ongoing safe and reliable operations of these assets to support Dow
and industrial customers across the U.S. Gulf Coast.”
Dow expects to receive initial cash proceeds of approximately
$US2.4 billion based on the sale of its 40% minority equity stake
with the potential to generate cash proceeds up to approximately
$US3.0 billion for a 49% minority equity stake. Macquarie Asset
Management will have the option to increase its equity share to 49%
within six months of closing. Dow and Macquarie Asset Management
expect to close the transaction in the first half of 2025, subject
to customary regulatory approvals and other closing conditions.
BMO Capital Markets acted as exclusive financial advisor to
Macquarie Asset Management and Sidley Austin LLP acted as legal
counsel.
About Macquarie Asset Management
Macquarie Asset Management is a global asset manager, integrated
across public and private markets. Trusted by institutions,
governments, foundations and individuals to manage approximately
$US633 billion in assets, we provide a diverse range of investment
solutions including real assets, real estate, credit and equities
& multi-asset.
Macquarie Asset Management is part of Macquarie Group, a
diversified financial group providing clients with asset
management, finance, banking, advisory, and risk and capital
solutions across debt, equity and commodities. Founded in 1969,
Macquarie Group employs over 20,600 people in 34 markets and is
listed on the Australian Securities Exchange.
All figures as at 30 September 2024.
About Dow
Dow (NYSE: DOW) is one of the world’s leading materials science
companies, serving customers in high-growth markets such as
packaging, infrastructure, mobility and consumer applications. Our
global breadth, asset integration and scale, focused innovation,
leading business positions and commitment to sustainability enable
us to achieve profitable growth and help deliver a sustainable
future. We operate manufacturing sites in 31 countries and employ
approximately 35,900 people. Dow delivered sales of approximately
$45 billion in 2023. References to Dow or the Company mean Dow Inc.
and its subsidiaries. Learn more about us and our ambition to
be the most innovative, customer-centric, inclusive and sustainable
materials science company in the world by visiting www.dow.com.
Cautionary Statement about Forward-Looking Statements
Certain statements in this press release are “forward-looking
statements” within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements often address expected future business and
financial performance, financial condition, and other matters, and
often contain words or phrases such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,”
“plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,”
“will be,” “will continue,” “will likely result,” “would” and
similar expressions, and variations or negatives of these words or
phrases.
Forward-looking statements are based on current assumptions and
expectations of future events that are subject to risks,
uncertainties and other factors that are beyond Dow’s control,
which may cause actual results to differ materially from those
projected, anticipated or implied in the forward-looking statements
and speak only as of the date the statements were made. These
factors include, but are not limited to: sales of Dow’s products;
Dow’s expenses, future revenues and profitability; any global and
regional economic impacts of a pandemic or other public
health-related risks and events on Dow’s business; any sanctions,
export restrictions, supply chain disruptions or increased economic
uncertainty related to the ongoing conflicts between Russia and
Ukraine and in the Middle East; capital requirements and need for
and availability of financing; unexpected barriers in the
development of technology, including with respect to Dow's
contemplated capital and operating projects; Dow's ability to
realize its commitment to carbon neutrality on the contemplated
timeframe, including the completion and success of its integrated
ethylene cracker and derivatives facility in Alberta, Canada; size
of the markets for Dow’s products and services and ability to
compete in such markets; failure to develop and market new products
and optimally manage product life cycles; the rate and degree of
market acceptance of Dow’s products; significant litigation and
environmental matters and related contingencies and unexpected
expenses; the success of competing technologies that are or may
become available; the ability to protect Dow’s intellectual
property in the United States and abroad; developments related to
contemplated restructuring activities and proposed divestitures or
acquisitions such as workforce reduction, manufacturing facility
and/or asset closure and related exit and disposal activities, and
the benefits and costs associated with each of the foregoing;
fluctuations in energy and raw material prices; management of
process safety and product stewardship; changes in relationships
with Dow’s significant customers and suppliers; changes in public
sentiment and political leadership; increased concerns about
plastics in the environment and lack of a circular economy for
plastics at scale; changes in consumer preferences and demand;
changes in laws and regulations, political conditions or industry
development; global economic and capital markets conditions, such
as inflation, market uncertainty, interest and currency exchange
rates, and equity and commodity prices; business, logistics, and
supply disruptions; security threats, such as acts of sabotage,
terrorism or war, including the ongoing conflicts between Russia
and Ukraine and in the Middle East; weather events and natural
disasters; disruptions in Dow’s information technology networks and
systems, including the impact of cyberattacks; and risks related to
Dow’s separation from DowDuPont Inc. such as Dow’s obligation to
indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain
liabilities.
Where, in any forward-looking statement, an expectation or
belief as to future results or events is expressed, such
expectation or belief is based on the current plans and
expectations of management and expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
expectation or belief will result or be achieved or accomplished. A
detailed discussion of principal risks and uncertainties which may
cause actual results and events to differ materially from such
forward-looking statements is included in the section titled “Risk
Factors” contained in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2023, and the Company's subsequent
Quarterly Reports on Form 10-Q. These are not the only risks and
uncertainties that Dow faces. There may be other risks and
uncertainties that Dow is unable to identify at this time or that
Dow does not currently expect to have a material impact on its
business. If any of those risks or uncertainties develops into an
actual event, it could have a material adverse effect on Dow’s
business. Dow Inc. and The Dow Chemical Company and its
consolidated subsidiaries assume no obligation to update or revise
publicly any forward-looking statements whether because of new
information, future events, or otherwise, except as required by
securities and other applicable laws.
1 Total count of distinct infrastructure businesses (realized
and unrealized) owned by private infrastructure funds investing in
the U.S., Canada, and Other Americas as of April 10, 2024
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241209180993/en/
Media Contact: Lee Lubarsky Macquarie Asset Management
lee.lubarsky@Macquarie.com +1-347-302-3000
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