Intended Electronics Separation
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DuPont Announces Final Results of Exchange Offers and Consent Solicitations for Senior Notes
Prnewswire· 2025-10-01 10:45
Core Viewpoint - DuPont de Nemours, Inc. has completed its Exchange Offers for its outstanding notes, allowing eligible holders to exchange existing notes for new notes with specific terms and conditions [1][3][4]. Exchange Offers Summary - The Exchange Offers for the 2028, 2038, and 2048 Notes expired on September 30, 2025, at 5:00 p.m. New York City time [2]. - Eligible holders of the Existing Notes were offered a Total Consideration of $950 principal amount of New Notes plus $50 principal amount of New Notes and $2.50 in cash for each $1,000 principal amount of Existing Notes tendered [3][12]. - As of the Expiration Date, DuPont accepted for exchange all validly tendered 2028 Notes, totaling an aggregate principal amount of $1,584,398,000, which represents 70.42% of the outstanding amount [4][5]. Consent Solicitation Summary - DuPont received the requisite number of consents to adopt Proposed Amendments for the 2028 Notes, executing a supplemental indenture effective upon execution [4]. - However, the requisite consents were not received for the 2038 and 2048 Notes, leading DuPont to waive the Minimum Tender Condition and accept all tendered notes for these series [8]. New Notes Details - The New 2028 Notes will maintain the same interest rate, payment dates, and maturity date as the existing 2028 Notes, with the first interest payment including accrued interest from the tendered 2028 Notes [7][12]. - The New 2038 and 2048 Notes will similarly reflect the terms of their respective existing notes, ensuring that holders receive equivalent interest payments [12]. Future Plans - DuPont plans to redeem additional New 2028 Notes and/or existing 2028 Notes following the Intended Electronics Separation, targeting an aggregate principal amount equal to the Exchange Sublimits [9].
DuPont Announces Commencement of Exchange Offers and Consent Solicitations for Senior Notes
Prnewswire· 2025-09-02 21:41
Core Viewpoint - DuPont de Nemours, Inc. is initiating offers to exchange its outstanding senior notes for new notes as part of its strategy to separate its electronics business into an independent public company, Qnity Electronics, Inc., targeted for completion on November 1, 2025 [1][15]. Exchange Offers and Consent Solicitations - The exchange offers are being made in connection with the Intended Electronics Separation and are not contingent upon the completion of the separation [1]. - DuPont is soliciting consents from eligible holders of existing notes to adopt proposed amendments to the existing indenture, which would eliminate most restrictive covenants [4]. - The exchange offers will expire on September 30, 2025, unless extended or terminated [6]. Financial Details - Eligible holders can receive an early participation payment of $50 principal amount of new notes and $2.50 in cash for each $1,000 principal amount of existing notes tendered by September 15, 2025 [8]. - The total consideration for each $1,000 principal amount of existing notes includes $950 principal amount of new notes plus the early participation payment [8]. - If the Intended Electronics Separation is completed by March 31, 2026, DuPont will redeem specific amounts of new notes at a special mandatory redemption price [10]. New Notes Characteristics - Each series of new notes will have the same interest rate, payment dates, and maturity date as the corresponding existing notes [9]. - The first interest payment on each series of new notes will include accrued and unpaid interest from the existing notes tendered [9]. Eligibility and Conditions - Documents related to the exchange offers will only be distributed to eligible holders who meet specific criteria [12]. - The completion of each exchange offer is conditioned upon at least 50.1% of the outstanding aggregate principal amount of the applicable series of existing notes being validly tendered [5].
DuPont Reports Second Quarter 2025 Results
Prnewswire· 2025-08-05 10:00
Core Insights - DuPont reported a strong second quarter for 2025, with year-over-year organic sales growth and margin expansion in its ElectronicsCo and IndustrialsCo segments, leading to a 15% increase in adjusted EPS [2][3][6] - The company is on track for the spin-off of its electronics business, Qnity™, scheduled for November 1, 2025, and has raised its full-year earnings guidance due to strong performance [2][19][12] Financial Performance - Net sales for Q2 2025 reached $3,257 million, a 3% increase from $3,171 million in Q2 2024, with organic sales growing by 2% [3][6] - GAAP income from continuing operations was $238 million, up 35% from $176 million in the same quarter last year [3][4] - Operating EBITDA increased to $859 million, an 8% rise from $798 million in Q2 2024, with an operating EBITDA margin of 26.4%, up 120 basis points [3][5] Segment Performance - ElectronicsCo net sales were $1,170 million, a 6% increase year-over-year, with operating EBITDA of $373 million, reflecting a 14% growth [10][15] - IndustrialsCo net sales were $2,087 million, a 1% increase, with operating EBITDA of $509 million, a 3% rise [11][16] - Organic sales growth in ElectronicsCo was 6%, while IndustrialsCo saw 1% organic sales growth [7][11] Cash Flow and Guidance - Cash provided by operating activities from continuing operations was $381 million, with transaction-adjusted free cash flow of $433 million, reflecting a 93% conversion rate [8][6] - The company raised its full-year 2025 guidance, now estimating net sales of approximately $12,850 million and adjusted EPS of around $4.40, incorporating the impact of tariffs [12][13] Geographic Performance - Organic sales growth was strongest in the Asia Pacific region at 4%, followed by 2% in EMEA and 1% in the U.S. & Canada [7][44] - Net sales attributed to China/Hong Kong for Q2 2025 were $603 million, slightly down from $614 million in Q2 2024 [44]
DuPont Announces Additional Directors for the Planned Independent Electronics Company
Prnewswire· 2025-04-16 20:15
Core Points - DuPont announced the appointment of Karin De Bondt and Anne Noonan as independent directors for the future Electronics Board following the planned spin-off of its Electronics business, targeted for November 1, 2025 [1][6] - The new board will consist of nine members, with De Bondt and Noonan bringing extensive experience in executive leadership, capital allocation, mergers and acquisitions, governance, and risk management [3] Company Overview - DuPont is a global innovation leader providing technology-based materials and solutions across various industries, including electronics, transportation, construction, water, healthcare, and worker safety [4] - The company is in the process of separating its Electronics business, which will not require a shareholder vote and is subject to customary conditions, including final board approval and regulatory approvals [6]