SEC Division of Corporation Finance no-action letter: The Dow Chemical Company

SHEARMAN & STERLINGLLJ'
599 LEXINGTON AVENUE I NEW YORK I NY I 10022-6069 WWW.SHE ARMAN.COM I T +1.2 12.848.4000 I F +1.212 .848.7179 September 2, 20 15 Securities Exchange Act of 1934 Rules 13e-4(d)(l), 13e-4(e)(3), 13e-4(f)( l)(ii) and 14c-1 (b) VIA SEC WEBSITE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, DC 20549-3628 Attention: Michele M. Anderson David L. Orlic Re: The Dow Chemical Company-Exchange Offer Ladies and Gentlemen:
We are writing on behalf of our client, The Dow Chemical Company ("TDCC"), a Delaware corporation, in connection with a proposed exchange offer. 1 TDCC and Olin Corporation, a Virginia corporation ("Olin"), have entered into a Merger Agreement (the "Merger Agreement") and a Separation Agreement (the "Separation Agreement") to implement a combination of TDCC's U.S. ch lor-alkali and vinyl, global epoxy and global chlorinated organics businesses (the "Dow Chlorine Products Business" or "DCP") with Olin in a "Reverse Monis Trust" transaction (the "Transaction"). As part of the implementation of the Transaction, TDCC expects to commence an exchange offer (the "Exchange Offer") in which it will adopt a pricing mechanism (the "Pricing Mechanism") similar to the pricing mechanisms used by, among others, Weyerhaeuser Company ("Weyerhaeuser") in its exchange offer (tl1e "Weyerhaeuser-Tri Pointe Exchange Offer") 2 with respect to the common stock of Tri Pointe Homes, Inc. (the 1 Under the Merger Agreement described below. T DCC's board has the option to elect to distribute the stock of