DuPont Announces Final Results of Exchange Offers and Consent Solicitations for Senior Notes

WILMINGTON, Del., Oct. 1, 2025 /PRNewswire/ -- DuPont de Nemours, Inc. (NYSE:DD) ("DuPont") announced today the final results of its previously announced offers to exchange (each an "Exchange Offer" and, collectively, the "Exchange Offers") any and all of its outstanding (i) 4.725% Notes due 2028 (the "2028 Notes"), (ii) 5.319% Notes due 2038 (the "2038 Notes") and (iii) 5.419% Notes due 2048 (the "2048 Notes" and, collectively with the 2028 Notes and 2038 Notes, the "Existing Notes") for new notes to be issued by DuPont (the "New Notes"). Concurrently with the Exchange Offers, DuPont also solicited consents from eligible holders of each series of Existing Notes (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations") to adopt certain proposed amendments to the indenture (the "Existing Indenture") governing the Existing Notes of such series (the "Proposed Amendments"). In this press release, references to "New Notes" collectively refer to DuPont's new 4.725% Notes due 2028 (the "New 2028 Notes"), 5.319% Notes due 2038 (the "New 2038 Notes") and 5.419% Notes due 2048 (the "New 2048 Notes") to be issued in the applicable Exchange Offer.

Each Exchange Offer expired at 5:00 p.m., New York City time, on September 30, 2025 (the "Expiration Date").

As previously announced, DuPont amended the consideration for each $1,000 principal amount of the Existing Notes validly tendered and not validly withdrawn in the Exchange Offers such that all tendering eligible holders would be eligible to receive the "Total Consideration", consisting of (a) $950 principal amount of New Notes of the applicable series plus (b) $50 principal amount of the New Notes of the applicable series and $2.50 in cash (the "Early Participation Payment"). The Total Consideration will be paid on the settlement date for each Exchange Offer and Consent Solicitation, which is currently expected to be October 2, 2025 (the "Settlement Date").

As previously announced, the requisite number of consents were received to adopt the Proposed Amendments with respect to the 2028 Notes, and DuPont executed a supplemental indenture to the Existing Indenture with respect to the 2028 Notes, which became effective upon execution and becomes operative on the Settlement Date. As of the Expiration Date, DuPont announced that an aggregate principal amount of $1,584,398,000 of 2028 Notes were validly tendered and not properly withdrawn in the applicable Exchange Offer, as set forth in the table below. The table below also sets forth the Aggregate Principal Amount Outstanding and the Percent of Principal Amount Outstanding Tendered with respect to the 2028 Notes as of the Expiration Date. In accordance with the terms of the Exchange Offer and Consent Solicitation, DuPont accepted for exchange all the 2028 Notes validly tendered and not properly withdrawn as of the Expiration Date.

For each $1,000 principal amount of the 2028 Notes validly tendered and not properly withdrawn as of the Expiration Date, all tendering eligible holders are entitled to receive the Total Consideration, as set forth in the table above. The New 2028 Notes to be issued by DuPont in exchange for the 2028 Notes will have the same interest rate, interest payment dates, maturity date and optional redemption provisions as the 2028 Notes; provided that the methodology for calculating any make-whole redemption price for the New 2028 Notes will reflect the Securities Industry and Financial Markets Association model provisions. The first interest payment on the New 2028 Notes will include the accrued and unpaid interest from the 2028 Notes tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its 2028 Notes not been tendered in the Exchange Offer and Consent Solicitation.

As of the Expiration Date, DuPont announced that an aggregate principal amount of $225,963,000 of 2038 Notes and $294,781,000 of 2048 Notes were validly tendered and not properly withdrawn in the applicable Exchange Offers, as set forth in the table below. The requisite number of consents have not been received to adopt the Proposed Amendments with respect to the 2038 Notes or the 2048 Notes. DuPont previously announced that, if it were to not receive the requisite consents to effect the Proposed Amendments with respect to either the 2038 Notes or the 2048 Notes, then DuPont would (i) waive the condition that at least 50.1% of the outstanding aggregate principal amount of such applicable series of Existing Notes being validly tendered in such Exchange Offer (the "Minimum Tender Condition") and (ii) accept all Existing Notes of such series tendered and not previously properly withdrawn at or before the Expiration Date up to (x) $400,000,000 principal amount with respect to the 2038 Notes (the "2038 Notes Sublimit") and (y) $860,000,000 principal amount with respect to the 2048 Notes (the "2048 Notes Sublimit"; the 2038 Notes Sublimit and 2048 Notes Sublimit are each referred to as an "Exchange Sublimit"), in each case subject to the applicable proration procedures. As DuPont did not receive the requisite consents to effect the Proposed Amendments with respect to both the 2038 Notes and the 2048 Notes and neither Exchange Sublimit was reached, DuPont has (i) waived the Minimum Tender Condition applicable to the 2038 Notes and the 2048 Notes and (ii) accepted all 2038 Notes and 2048 Notes tendered and not validly withdrawn at or before the Expiration Date.

With regard to achieving DuPont's intended capital structure in connection with the Intended Electronics Separation[1], DuPont expects to redeem additional New 2028 Notes and/or existing 2028 Notes. Specifically, as previously announced, DuPont expects to redeem, promptly on or after the consummation of the Intended Electronics Separation (together with the $900,000,000 special mandatory redemption provisions under the New 2028 Notes), up to an additional aggregate principal amount of New 2028 Notes and/or outstanding existing 2028 Notes equal to the amount of the Exchange Sublimits less the principal amount of 2038 Notes and 2048 Notes accepted in each applicable Exchange Offer.

For each $1,000 principal amount of the 2038 Notes and 2048 Notes validly tendered and not properly withdrawn as of the Expiration Date, all such tendering eligible holders are entitled to receive the Total Consideration, as set forth in the table directly above. The New 2038 Notes to be issued by DuPont in exchange for the 2038 Notes and the New 2048 Notes to be issued by DuPont in exchange for the 2048 Notes will have the same interest rate, interest payment dates, maturity date and optional redemption provisions as the 2038 Notes and 2048 Notes, respectively; provided that the methodology for calculating any make-whole redemption price for the New 2038 Notes and New 2048 Notes will reflect the Securities Industry and Financial Markets Association model provisions. The first interest payment on the New 2038 Notes and New 2048 Notes will include the accrued and unpaid interest from the 2038 Notes and 2048 Notes respectively tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its 2038 Notes and 2048 Notes respectively not been tendered in the applicable Exchange Offer and Consent Solicitations.

Documents relating to the Exchange Offers and Consent Solicitations were only distributed to eligible holders of Existing Notes who completed and returned an eligibility form confirming that they are (a) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) a person that is outside the United States and that is (i) not a "U.S. person" within the meaning of Regulation S under the Securities Act and (ii) meets certain other eligibility requirements in their applicable jurisdiction. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the confidential offering memorandum and consent solicitation statement, dated September 2, 2025, as supplemented by the supplement no. 1 to such offering memorandum and consent solicitation statement, dated as of September 15, 2025, and amended by DuPont's press release, dated September 16, 2025 (collectively, the "Offering Memorandum"), copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers). The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/dupont. 

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.

The New Notes offered in the Exchange Offers have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

About DuPont

DuPont (NYSE:DD) is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. DuPont's employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety.

DuPont™, the DuPont Oval Logo and all trademarks and service marks denoted with ™, SM or ® are owned by affiliates of DuPont de Nemours, Inc. unless otherwise noted.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this press release may be considered forward-looking statements, such as statements regarding the expected timing of the settlement date of the Exchange Offers. Forward-looking statements often contain words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "see", "will", "would", "target", "outlook", "stabilization", "confident", "preliminary", "initial" and similar expressions and variations or negatives of these words. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Additional information concerning the risks, uncertainties and assumptions can be found in DuPont's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, subsequent quarterly reports on Form 10-Q and other filings. Forward-looking statements are not guarantees of future results. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

¹ On January 15, 2025, DuPont announced it is targeting November 1, 2025 to complete the intended separation of its Electronics business (the "Intended Electronics Separation") by way of a spin-off transaction, thereby creating a new independent, publicly traded electronics company ("Qnity Electronics, Inc."), subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors.

 

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SOURCE DuPont