Dow Chemical Company

Office property in Midland, MI · sponsored by Inland Private Capital

Dow Chemical Company was a DST sponsored by Inland Private Capital that owned an office property in Midland, MI. Its last Form D, filed May 5, 2023, reports the offering fully sold.

How it ended

No outcome recorded · under 7 years

The last Form D, filed May 5, 2023, reports the offering fully sold.

Inland Private Capital has 8 active offerings on record →

Key facts

Minimum investment
$100,000
From the Form D
Offering size
$22,080,562
Equity offered, per the Form D
Sold
100%
Form D, May 5, 2023; the % is our arithmetic
Investors reported
136
Form D, May 5, 2023
Selling commissions
$1,104,028 · 4.9% of offering
Form D Item 15; the % is our arithmetic
Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.
How it is financed ↓
Offered under
Rule 506(b)
General advertising and solicitation are not permitted under this exemption.

Figures come from SEC Form D filings unless a source is cited. Sponsor-stated figures are as reported by the sponsor; Top1031 does not independently audit them. On a 45-day clock? Find day 45 and day 180 →

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Ask a 1031 specialist about this recordFree. About: Dow Chemical Company. Top1031 is not a broker-dealer.

What did Dow Chemical Company own?

The SEC knows this Trust only as Zero Coupon MI Office DST, a Delaware entity filing from 2901 Butterfield Road in Oak Brook, Illinois; no property address, size, or acquisition date appears in the federal record. 1 The "Dow Chemical Company" label traces to an Inland property record for 2211 Abbott Road in Midland, Michigan, a page that does not itself name this Trust. 2 The match remains unresolved in public sources.

Reported location
Midland, MI

How was it financed, and what did it cost to sell?

The Trust's legal name marks it as a zero-coupon, or zero-cash-flow, offering: in that structure rent is typically dedicated to servicing a high-leverage, fully amortizing loan rather than paying current income, which is why exchangers with large mortgage balances to replace use them. No lender, loan balance, or maturity appears in the SEC filings.

Debt

Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.

Costs and terms from the Form D

Selling commissions
$1,104,028 · 4.9% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$5,663,474 · 25.6% of offering
Form D Item 16
· The filing’s note: “Estimate of certain fees, including the Dealer Fee, Acquisition Fee, Offering and Organizational Expenses, Placement Agent Fee and Reimbursement of Acquisition that may accrue to one or more related persons.”
Broker-dealers named in the Form D
28 named in the Form D
Date of first sale
May 4, 2022
Minimum investment
$100,000

Form D Item 15 and Item 16 amounts may be the issuer’s estimates; each percentage is Top1031’s arithmetic on two Form D figures. Item 16 can overlap Item 15, so Top1031 does not add them together. The issuer marked these amounts as an estimate.

What does the SEC record show?

This Trust was never publicly advertised: it was sold under a private-placement exemption that bars general solicitation and limits offers to investors the sponsor and its selling brokers already knew. Two amendments to the original notice updated the amount sold until the raise closed, and nothing has been filed since.

Legal Trust name
Zero Coupon MI Office DST
SEC CIK
1928557
First Form D
May 17, 2022
Latest Form D
May 5, 2023
Filings on record
3
Offered under
Rule 506(b)
General advertising and solicitation are not permitted under this exemption.

SEC Form D filings, newest first

SEC Form D filings for Dow Chemical Company, newest first
FiledFormOffering amountAmount soldInvestorsFiling on SEC EDGAR
Form D/A$22,080,562
$22,080,562+$13,350
136
EDGAR
Form D/A$22,080,562
$22,067,212+$13,988,111
136+93
EDGAR
Form D$22,080,562
$8,079,101
43
EDGAR

Amounts, investor counts and minimums are as filed with the SEC on Form D. The change lines are Top1031’s arithmetic between consecutive filings; a new Form D notice starts a new count.

A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.

Common questions

What happened to Dow Chemical Company?
Dow Chemical Company is a Historical offering. The last Form D, filed May 5, 2023, reports the offering fully sold.
What does "zero coupon" mean in a DST?
A zero-coupon, or zero-cash-flow, DST is financed with a large, fully amortizing loan whose payments consume essentially all of the property's rent, so investors generally receive little or no current distribution. Exchangers use these programs mainly to replace a large mortgage balance from a relinquished property, since IRS rules require replacing both equity and debt to fully defer gain. This Trust's specific loan terms are not in its public filings.
Which property does this Trust actually own?
That is unresolved in public sources. The SEC registrant for CIK 1928557 is Zero Coupon MI Office DST and its Form D filings name no property. The "Dow Chemical Company" label used in this directory traces to an Inland Private Capital property record for 2211 Abbott Road, Midland, Michigan, but that page does not state that it belongs to this Trust, and no independent record ties the two together. Square footage, tenant, and acquisition date are likewise not in the public record — the offering documents are the governing documents for those facts.
What is the White Law Group investigation I've read about?
On December 1, 2023 The White Law Group, a securities law firm, published an investor alert saying it was investigating broker-dealers that allegedly recommended the Inland-sponsored Zero Coupon Office MI DST to investors. It is a law-firm solicitation notice concerning sales practices by brokers, not a regulatory finding, and it makes no substantiated claim about the Trust's property or performance.
Has the Trust reported a sale or other outcome?
No outcome has been reported. The most recent SEC filing on record is the Form D/A of May 5, 2023, and no disposition, refinancing, or 721/UPREIT roll-up — a transaction in which DST interests are exchanged for operating-partnership units of a REIT — has been disclosed for this Trust in public sources.

In the news

Sources

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DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current offering documents before investing.