PR Newswire
WILMINGTON, Del., Nov. 13, 2018
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 | Principal | Early Tender | Reference Security | Bloomberg ARIVA.DE Börsen-GeflüsterWerbung Weiter aufwärts?
Morgan Stanley
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KursePage | Fixed | Hypothetical Total | ||||||||||
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 |
(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 |
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.
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