MIDLAND, Mich. and WILMINGTON, Del., Nov. 13, 2018 – — DowDuPont Inc. (the “Company”) (NYSE: DWDP) today announced the intention to offer, in a public underwritten transaction, senior unsecured notes (the “Notes”). After the previously announced separations and distributions 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.” The principal amounts, interest rates and other key terms of the offering will be determined at the time of pricing. Credit Suisse, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers.
Each series of Notes will be a senior unsecured obligation of the Company and will rank equally with Company’s future senior unsecured debt outstanding from time to time. The Notes will not be guaranteed by any of the Company’s subsidiaries. Each series of Notes will continue to be a senior unsecured obligation of DuPont after the separations and distributions. If each of the separations and distributions has not been completed on or before May 1, 2020, or, if prior to such date, the Company has abandoned any of the separations or distributions, the Company will be required to redeem each series of Notes at a redemption price equal to 101 percent of the principal amount of such series of Notes, plus accrued and unpaid interest.
The Company intends to use the net proceeds of the offering, together with borrowings under term loan facilities (collectively, the “Financing”), to (i) reduce outstanding liabilities that would otherwise be allocable to its subsidiaries, Dow and Corteva, by approximately $2.024 billion and $10.1 billion, respectively, (ii) fund the repurchase up to $3.0 billion of the Company’s common stock pursuant to the Company’s previously announced share repurchase program and (iii) pay any related premiums, fees and expenses. In connection with the deleveraging of Corteva, the Company’s subsidiary, E. I. du Pont de Nemours and Company (“Historical DuPont”), today announced that it has commenced a cash tender offer for any and all of certain series of its outstanding notes.
The Company has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. The preliminary prospectus supplement includes unaudited pro forma financial information of DuPont, derived from the Company’s historical consolidated financial statements, adjusted to give effect to the merger of Historical DuPont and Historical Dow, the separations and distributions, and the Financing. Refer to “Unaudited Pro Forma Financial Information” and “Supplemental Pro Forma Information” within the preliminary prospectus supplement. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling: Investor Relations at +1-302-774-4994; Credit Suisse Securities (USA) LLC toll-free at +1-800-221-1037; Goldman Sachs & Co. LLC toll-free at +1-866-471-2526; or J.P. Morgan Securities LLC at +1-212-834-4533.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company (“Historical Dow”) and Historical DuPont. Historical Dow and Historical DuPont intend to pursue the separation of DowDuPont’s leading businesses in one or more tax-efficient transactions, resulting in three independent, publicly traded companies: a global pure-play agriculture business; a pure-play materials science business; and a technology and innovation-driven specialty products business. The agriculture business will be consolidated under Corteva and the materials science business will be consolidated under Dow. After the separations and distributions, DowDuPont expects to retain only its specialty products business and will then change its name to “DuPont.”
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” “objective,” and similar expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the offering as well as the internal reorganization of DowDuPont’s agriculture, materials science and specialty products businesses and the anticipated benefits thereof as well as the anticipated separation and distribution of Corteva and Dow. These and other forward-looking statements, including the failure to complete, or to make any filing or take any other action required to be taken to complete, the separations and distributions are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. Some of the important factors that could cause the actual results of DuPont to differ materially from those projected in any such forward-looking statements include, but are not limited to (i) changes in credit ratings, (ii) risks associated with international sales and operations, (iii) availability, and variable costs, of raw materials and energy, (iv) competitive conditions and customer preferences, (v) the costs of complying with evolving regulatory requirements, (vi) disruptions to supply chains, information technology or network systems, (vii) protection of intellectual property, (viii) concerns regarding chemicals in commerce, including their environmental impact, (ix) failure to comply with government regulations, (x) impairments to goodwill or intangible assets, (xi) failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions, (xii) litigation and other commitments and contingencies, (xiii) subjection to laws, regulations and mandates globally, (xiv) failure to increase productivity through sustainable operational improvements, (xv) the dependence of tax liabilities upon the distribution of income among the various jurisdictions in which we operate and (xvi) failure of risk management strategies.
Risks related to the separations and distributions and to achieving the anticipated benefits thereof include, but are not limited to, a number of conditions which could delay, prevent or otherwise adversely affect the separations and distributions, as well as other risks, including risks related to (i) our inability to achieve some or all of the benefits that we expect to receive from the separations and distributions, (ii) certain tax risks associated with the separations and distributions, (iii) our inability to make necessary changes to operate as a stand-alone company following the separations and distributions, (iv) the failure of our pro forma financial information to be a reliable indicator of our future results, (v) our inability to enjoy the same benefits of diversity, leverage and market reputation that we enjoyed as a combined company, (vi) restrictions under the intellectual property cross-license agreements, (vii) our inability to receive third-party consents required under the separation agreement, (viii) our customers, suppliers and others’ perception of our financial stability on a stand-alone basis, (ix) non-compete restrictions under the separation agreement, (x) receipt of less favorable terms in the commercial agreements we will enter into with Dow and Corteva than we would have received from an unaffiliated third party and (xi) our indemnification of Dow and/or Corteva for certain liabilities. We assume 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.
For further discussion of certain important factors that could cause variations in our forward-looking statements, please consult the “Risk Factors” section of the preliminary prospectus supplement, the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q of DowDuPont, Dow and DuPont, as well as the current reports and other information that DowDuPont, Historical DuPont, Historical Dow, Dow or DuPont may file with the Securities and Exchange Commission from time to time.