WILMINGTON, Del., Nov. 13, 2018 /PRNewswire/ -- 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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SOURCE DuPont