DuPont modifies exchange offers and consent solicitations for senior notes

DuPont made an announcement today regarding an amendment to its previous offers known as Exchange Offers and Consent Solicitations for its Senior Notes. The company is offering to exchange its 4.725% Notes due 2028, 5.319% Notes due 2038, and 5.419% Notes due 2048 (referred to collectively as Existing Notes) for new notes called New Notes. Alongside the Exchange Offers, DuPont is seeking consents from eligible holders of each series of Existing Notes to approve certain amendments to the indenture governing the Existing Notes, referred to as the Proposed Amendments.

By the Early Participation Date of September 15, 2025, DuPont had received the necessary consents to adopt the Proposed Amendments for the 2028 Notes. A supplemental indenture to the Existing Indenture was executed with respect to the 2028 Notes, becoming effective upon execution. However, the Proposed Amendments for the 2028 Notes will not take effect until DuPont issues the New Notes in the Exchange Offer for the 2028 Notes and makes any relevant Early Participation Payment on the Settlement Date.

Originally, eligible holders were entitled to an Early Participation Payment of $50 principal amount of the New Notes and $2.50 in cash for each $1,000 principal amount of Existing Notes tendered by the Early Participation Date. In addition, eligible holders were eligible to receive $950 principal amount of the New Notes for each $1,000 principal amount of Existing Notes tendered by the Expiration Date. This total consideration, comprising the Exchange Consideration of $950 principal amount of New Notes and the Early Participation Payment, is now referred to as the Total Consideration.

DuPont has decided to modify the consideration for Existing Notes tendered after the Early Participation Date but before the Expiration Date. All eligible holders, including those who previously tendered their Existing Notes without withdrawing by the Early Participation Date, are now eligible to receive the Total Consideration for their tendered Existing Notes.

The deadline for withdrawing 2028 Notes from the Exchange Offer and Consent Solicitation passed on September 15, 2025, while the withdrawal deadline for 2038 Notes and 2048 Notes has been extended to September 17, 2025. If the required consents are not obtained to implement the Proposed Amendments for the 2038 Notes or 2048 Notes, DuPont plans to waive the Minimum Tender Condition and accept all tendered Existing Notes of those series up to specified Exchange Sublimits, subject to proration procedures.

On the Expiration Date, if the total principal amount of either the 2038 Notes or 2048 Notes tendered and not withdrawn exceeds the relevant Exchange Sublimit, the acceptance of Existing Notes for exchange will be prorated based on a single proration rate per series of Existing Notes. Proration will be calculated by multiplying the tendered principal amount of Existing Notes by the proration rate and rounding down to the nearest $1,000. This proration rate will ensure equal treatment for all tendered Existing Notes of a series.