E. I. du Pont de Nemours and Company Announces Early Tender Results and Pricing for Cash Tender Offer

PR Newswire

WILMINGTON, Del., Nov. 28, 2018 /PRNewswire/ -- E. I. du Pont de Nemours and Company (the "Company") today announced early tender results as of the Early Tender Deadline, which was 5:00 p.m. New York City time on November 27, 2018, and pricing for the Company's previously announced cash tender offer (the "Tender Offer") to purchase its outstanding debt securities set forth in the table below (collectively, the "Notes" and each a "series" of Notes).

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The complete terms of the Tender Offer are set forth in an offer to purchase and related letter of transmittal, each of which is dated November 13, 2018.

The principal amount of each series of Notes that was validly tendered and not validly withdrawn in the Tender Offer as of the Early Tender Deadline and the consideration to be paid for each series of Notes are set forth in the table below. The consideration to be paid in the Tender Offer for each series of Notes has been determined in the manner described in the offer to purchase by reference to a fixed spread over the yield to maturity of the applicable Reference U.S. Treasury Security specified in the table below and in the offer to purchase. Holders who, as of the Early Tender Deadline, had validly tendered and had not validly withdrawn their tendered Notes will receive the applicable "Total Consideration" listed in the table below, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes accepted for purchase. In addition, 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 settlement date.

Title of Security

CUSIP

Number

Aggregate

Principal

Amount

Outstanding

Aggregate

Principal

Amount

Tendered

Percent of

Principal

Amount

Outstanding

Tendered

Reference Security



Reference

Treasury

Yield

Fixed

Spread

Total

Consideration

(1) (2)

5.750% Senior Notes due 2019

263534 BW8

$500,000,000

$236,191,000

47.24%

1.000% U.S. Treasury Notes

due March 15, 2019

2.433%

50 bps

$1,008.12

4.625% Senior Notes due 2020

263534 BZ1

$1,000,000,000

$521,382,000

52.14%

1.375% U.S. Treasury Notes

due January 15, 2020

2.784%

20 bps

$1,018.03

3.625% Notes due 2021

263534 CB3

$1,000,000,000

$702,204,000

70.22%

2.000% U.S. Treasury Notes

due January 15, 2021

2.853%

15 bps

$1,012.70

4.250% Notes due 2021

263534 CE7

$500,000,000

$336,354,000

67.27%

2.250% U.S. Treasury Notes

due March 31, 2021

2.859%

15 bps

$1,027.79

2.800% Notes due 2023

263534 CK3

$1,250,000,000

$866,545,000

69.32%

2.000% U.S. Treasury Notes

due February 15, 2023

2.910%

12.5 bps

$1,000.00 (3)

6.500% Debentures due 2028

263534 BG3

$300,000,000

$242,370,000

80.79%

2.750% U.S. Treasury Notes

due February 15, 2028

3.065%

12.5 bps

$1,260.29

5.600% Senior Notes due 2036

263534 BR9

$400,000,000

$357,308,000

89.33%

4.750% U.S. Treasury Notes

due February 15, 2037

3.175%

20 bps

$1,298.85

4.900% Notes due 2041

263534 CC1

$500,000,000

$445,133,000

89.03%

4.750% U.S. Treasury Notes

due February 15, 2041

3.276%

20 bps

$1,218.53

4.150% Notes due 2043

263534 CJ6

$750,000,000

$674,736,000

89.96%

3.125% U.S. Treasury Notes

due February 15, 2043

3.322%

15 bps

$1,110.37

(1)

Per $1,000 principal amount of Notes.

(2)

Includes the early tender payment of $30.00 per $1,000 principal amount of Notes for each Series.

(3)

Because the Total Consideration for the 2.800% Notes due 2023, as calculated pursuant to the fixed pricing formula in the offer to purchase, was less than $1,000 per $1,000 principal amount of the 2.800% Notes due 2023, the Total Consideration equals $1,000 per $1,000 principal amount of the 2.800% Notes due 2023.

Subject to the terms and conditions of the Tender Offer, the Company expects that it will accept for purchase any and all Notes listed in the table above that were validly tendered and not validly withdrawn prior to the Early Tender Deadline.

The Tender Offer will expire at 11:59 p.m., New York City time, on December 11, 2018, unless extended. Holders of Notes must have validly tendered and not validly withdrawn their Notes on or before the Early Tender Deadline to be eligible to receive the applicable Total Consideration for their tendered Notes. After such time, the Notes may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law. The Company expects that settlement for Notes that were validly tendered and not validly withdrawn on or before the Early Tender Deadline and are accepted for purchase will be on November 29, 2018.

The Tender Offer is not conditioned upon any minimum amount of Notes being tendered, and the Tender Offer may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of Notes.

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 satisfaction or waiver of the conditions described in the offer to purchase under the heading "Terms of the Tender Offer—Conditions to the Tender Offer." The "Financing Condition" (as defined in the offer to purchase under the heading "Terms of the Tender Offer—Conditions to the Tender Offer") has been satisfied as of November 28, 2018.

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 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) ("DowDuPont") 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 the consummation of the Tender Offer, 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.

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