UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.02 | Termination of a Material Definitive Agreement. |
As discussed further under Item 8.01 below, the $2.0 billion 364-Day Term Credit Agreement dated as of April 16, 2020 (the “Term Credit Agreement”), between DuPont de Nemours, Inc., a Delaware corporation (the “Company”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, has been terminated effective May 1, 2020, in connection with the offering of the Notes (as defined below). The Term Credit Agreement provided delayed draw term loan commitments to the Company from November 1, 2020 until March 1, 2021.
| Item 8.01 | Other Events. |
On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes (the “Notes”) in the aggregate principal amount of $2,000,000,000 of 2.169% Notes due May 1, 2023. The Notes were issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-227202), filed with the Securities and Exchange Commission on September 5, 2018.
The Notes were issued under an Indenture, dated November 28, 2018 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated May 1, 2020, between the Company and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes are senior unsecured obligations of the Company.
Interest is payable on the Notes on May 1 and November 1 of each year beginning on November 1, 2020, until their maturity date. The Company may redeem the Notes prior to their maturity at its option, any time in whole or from time to time in part, as described in the Indenture.
On December 15, 2019, the Company and Nutrition & Biosciences, Inc. (presently a wholly owned subsidiary of the Company) (“N&B Inc.”), entered into definitive agreements, including the merger agreement, with International Flavors & Fragrances Inc. (“IFF”), and Neptune Merger Sub I Inc. (a wholly owned subsidiary of IFF) (“Merger Sub I”), pursuant to which and subject to the terms and conditions therein, (1) the Company will transfer its Nutrition & Biosciences business to N&B Inc., (2) the Company will distribute to its stockholders all of the issued and outstanding shares of common stock of N&B Inc. held by it by way of either (at the Company’s option) a pro rata dividend or an exchange offer or a combination of both, and (3) Merger Sub I will merge with and into N&B Inc., with N&B Inc. as the surviving corporation (the “N&B Merger”). The N&B Merger is expected to close by the end of the first quarter of 2021, subject to approval by IFF shareholders and other customary closing conditions, including regulatory approvals and receipt by the Company of an opinion of tax counsel.
Upon consummation of the N&B Merger, the Company will be required to mail a notice of redemption to holders of the Notes, with a copy to the Trustee, setting forth the date of redemption of all of the Notes on the date (“Special Mandatory Redemption Date”) that is the later of (i) three (3) Business Days after the consummation of the N&B Merger and (ii) May 1, 2021. On the Special Mandatory Redemption Date, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to but excluding the Special Mandatory Redemption Date.
Additionally, if a change of control triggering event occurs in respect of the Notes, the Company will be required to offer to repurchase the Notes for cash at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to but excluding the date of purchase. The Indenture also contains certain limitations on the Company’s ability to incur liens and enter into sale lease-back transactions, as well as customary events of default.
On April 16, 2020, the Company entered into a new unsecured $2.0 billion Term Credit Agreement. The Term Credit Agreement has been terminated in connection with the closing of this offering.
A copy of the Base Indenture is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference. A copy of the Second Supplemental Indenture is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K, and is incorporated herein by reference. The above description of the material terms of the Base Indenture, the Second Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to such Exhibits.
In connection with the offering of the Notes, the Company is filing an Underwriting Agreement, among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and MUFG Securities Americas Inc., as representatives of the several underwriters named therein, attached as Exhibit 1.1 to this Current Report on Form 8-K.
In connection with the offering of the Notes, the Company is filing a legal opinion regarding the validity of the Notes, attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 |
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| 4.1 |
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| 4.2 |
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| 4.3 |
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| 5.1 |
Opinion of Erik T. Hoover, Senior Vice President and General Counsel of the Company | |||
| 23.1 |
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| 104 |
This cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUPONT DE NEMOURS, INC. Registrant | ||||||
| Date: May 1, 2020 |
By: |
/s/ Michael G. Goss | ||||
| Name: |
Michael G. Goss | |||||
| Title: |
Vice President and Controller | |||||