E. I. du Pont de Nemours and Company Announces Transaction to Retire Up to $6.2 Billion of Debt Securities
 

WILMINGTON, Del., Nov. 13, 2018 – E. I. du Pont de Nemours and Company (the “Company”) today announced it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding debt securities set forth in the table below (collectively, the “Notes” and each a “series” of Notes). The complete terms of the Tender Offer are set forth in an offer to purchase and related letter of transmittal, each dated today. Consummation of the Tender Offer is subject to a number of conditions, including the Financing Condition (as defined below) and the absence of certain adverse legal and market developments. Subject to applicable law, the Company may waive certain of these conditions or extend, terminate or otherwise amend the Tender Offer.

Title of Security

CUSIP
Number

Principal
Amount
Outstanding

Early Tender
Premium (1)

Reference Security

Bloomberg
Reference Page

Fixed
Spread

Hypothetical Total
Consideration
(1) (2) (3)

5.750% Senior Notes due 2019

263534 BW8

$500,000,000

$30

1.000% U.S. Treasury Notes due March 15, 2019

PX3

50 bps

$1,008.16

4.625% Senior Notes due 2020

263534 BZ1

$1,000,000,000

$30

1.375% U.S. Treasury Notes due January 15, 2020

PX4

20 bps

$1,017.42

3.625% Notes due 2021

263534 CB3

$1,000,000,000

$30

2.000% U.S. Treasury Notes due January 15, 2021

PX5

15 bps

$1,010.48

4.250% Notes due 2021

263534 CE7

$500,000,000

$30

2.250% U.S. Treasury Notes due March 31, 2021

PX5

15 bps

$1,025.22

2.800% Notes due 2023

263534 CK3

$1,250,000,000

$30

2.000% U.S. Treasury Notes due February 15, 2023

PX6

12.5 bps

$1,000.00(4)

6.500% Debentures due 2028

263534 BG3

$300,000,000

$30

2.750% U.S. Treasury Notes due February 15, 2028

PX7

12.5 bps

$1,249.13

5.600% Senior Notes due 2036

263534 BR9

$400,000,000

$30

4.750% U.S. Treasury Notes due February 15, 2037

PX8

20 bps

$1,283.55

4.900% Notes due 2041

263534 CC1

$500,000,000

$30

4.750% U.S. Treasury Notes due February 15, 2041

PX8

20 bps

$1,204.82

4.150% Notes due 2043

263534 CJ6

$750,000,000

$30

3.125% U.S. Treasury Notes due February 15, 2043

PX8

15 bps

$1,098.42

(1)     Per $1,000 principal amount of Notes.

(2)     Includes the Early Tender Premium per $1,000 principal amount of Notes for each Series as set forth in this table.

(3)     Hypothetical Total Consideration as of 11:00 a.m., New York City time, on November 9, 2018 and assuming Initial Settlement Date of November 29, 2018.

(4)     If the Total Consideration for the 2.800% Notes due 2023, as calculated pursuant to the fixed spread pricing formula described in the offer to purchase, would be less than $1,000 per $1,000 principal amount of the 2.800% Notes due 2023, the Total Consideration shall equal $1,000 per $1,000 principal amount of the 2.800% Notes due 2023.

The Company is offering to purchase any and all of the Notes listed in the table above. The current aggregate outstanding principal amount of such Notes is $6,200,000,000. The consideration paid for each series of Notes will be based on certain reference benchmarks determined at 11:00 a.m., New York City time, on Nov. 28, 2018, as described in the offer to purchase.

Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline (as defined below) and accepted for purchase will receive the applicable “Total Consideration,” which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes after the Early Tender Deadline and on or before the Expiration Time (as defined below) will only receive the applicable “Tender Consideration” per $1,000 principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.

The Tender Offer will expire at 11:59 p.m., New York City time, on Dec. 11, 2018, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on Nov. 27, 2018, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”) to be eligible to receive the applicable Total Consideration for their tendered Notes, which includes the applicable Early Tender Premium set forth in the table above. After such time, the Notes may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, the Company expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline (the “Initial Settlement Date”) will be on Nov. 29, 2018, and that settlement for Notes validly tendered after the Early Tender Deadline and on or before the Expiration Time will be on Dec. 12, 2018.

Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes at any time. If the Tender Offer is terminated with respect to any series of Notes without Notes of such series being accepted for purchase, Notes of such series tendered pursuant to the Tender Offer will promptly be returned to the tendering holders.

Prior to the Initial Settlement Date, DowDuPont Inc., the parent of the Company (“DowDuPont”), intends to complete a financing transaction (the “Financing Transaction”). After the previously announced separation and distribution of Dow Holdings Inc. (“Dow”), which is expected to occur on April 1, 2019, and of Corteva, Inc. (“Corteva”), which is expected to occur on June 1, 2019, DowDuPont expects to retain only its specialty products business and will then change its name to “DuPont.” A portion of the net proceeds of the Financing Transaction will be contributed to the Company and used to finance the purchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, and to pay fees and expenses in connection with the Tender Offer.

The Company’s obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the following having occurred or having been waived by the Company: (a) the consummation of the Financing Transaction resulting in proceeds sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company and to pay fees and expenses in connection with the Tender Offer (the “Financing Condition”), and (b) satisfaction of the other conditions described in the offer to purchase. 

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the offer to purchase and the related letter of transmittal.

Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC are serving as Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-1862 (collect), to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 902-6941 (collect) or to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect). Requests for the offer to purchase or the letter of transmittal or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as Tender and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (866) 406-2285 or e-mail dowdupont@dfking.com.

About the Company

The Company is a subsidiary of DowDuPont Inc.  (NYSE: DWDP), a holding company comprised of The Dow Chemical Company and the Company with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges.

Forward-Looking Statements

This communication contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about consummation of the Financing Transaction, the strategies for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, and financial results of the Company and Corteva Inc. (“Corteva”), and timing of, as well as expected benefits from, the separation of Corteva and The Dow Chemical Company from DowDuPont, are forward-looking statements.

For further discussion of some of the important factors that could cause the Company’s actual results to differ materially from those projected in any such forward-looking statements, see the Risk Factors discussion set forth under Part I, Item 1A of the Company’s annual report on Form 10-K and in the section titled “Risk Factors” (Part II, Item 1A) of its Form 10-Q for the fiscal quarter ended September 30, 2018. As the Company will be a subsidiary of Corteva following the separation of Corteva and The Dow Chemical Company from DowDuPont, factors that could cause actual results or events to differ materially from those anticipated also include matters included in the Registration Statement on Form 10 (File No. 001-38710) filed by Corteva, described under the sections entitled “Risk Factors” and “Business” in the Information Statement filed as Exhibit 99.1 to the Form 10. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the Company’s control. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s business, results of operations and financial condition. Some of the important factors that could cause the Company’s actual results to differ materially from those projected in any such forward-looking statements are: effect of competition and consolidation in the Company’s industry; failure to successfully develop and commercialize the Company’s pipeline; failure to obtain or maintain the necessary regulatory approvals for some of the Company’s products; failure to enforce the Company’s intellectual property rights or defend against intellectual property claims asserted by others; effect of competition from manufacturers of generic products; costs of complying with evolving regulatory requirements; effect of the degree of public understanding and acceptance or perceived public acceptance of the Company’s biotechnology and other agricultural products; effect of changes in agricultural and related policies of governments and international organizations; impact of the Company’s dependence on the Company’s relationships or contracts with third parties; effect of disruptions to the Company’s supply chain, information technology or network systems; effect of volatility in the Company’s input costs; and failure to realize the anticipated benefits of the separation of Corteva and The Dow Chemical Company from DowDuPont, including failure to benefit from significant cost synergies through the DowDuPont Cost Synergy Program.

Additionally, there may be other risks and uncertainties that the Company is unable to currently identify or that the Company does not currently expect to have a material impact on its business. 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.

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11/13/2018