01—Abstract
Summary
Summary of the 8-K filed September 3, 2025. Cited figures are marked; the original filing is the authoritative source.
DuPont de Nemours, Inc. (NYSE: DD) filed this Form 8-K on September 3, 2025 to report that it has commenced exchange offers and consent solicitations for three series of its senior notes: 4.725%a Notes due 2028, 5.319% Notes due 2038, and 5.419% Notes due 2048.
The offers are made in connection with the planned separation of its electronics business, which includes its semiconductor technologies and interconnect solutions businesses, into an independent public company, Qnity Electronics, Inc. The Exchange Offers and Consent Solicitations were announced September 2, 2025, and are made under a confidential offering memorandum dated the same day. Holders who validly tender Existing Notes by the September 15, 2025 Early Participation Date receive $950b principal amount of New Notes plus a $50 principal amount early participation payment and $2.50 in cash per $1,000 tendered. Holders who tender by the September 30, 2025 Expiration Date receive only the $950 principal amount of New Notes.
The consent solicitations seek to eliminate substantially all restrictive covenants in the indentures governing the Existing Notes. Completion of each exchange offer requires at least 50.1%c of the applicable series to be validly tendered, and the offers are independent of one another.
If the Intended Electronics Separation is completed on or before March 31, 2026, DuPont will be required to redeem $900 milliond of the New 4.725% 2028 Notes, $400 million of the New 5.319% 2038 Notes, and $860 million of the New 5.419% 2048 Notes at a special mandatory redemption price, which is the greater of a make-whole-style present value amount and par, plus accrued interest. The press release targets completion of the separation on November 1, 2025, and states that the separation is not conditioned on the exchange offers or consent solicitations.
02—Key points
Key Highlights
- Exchange offers cover any and all of three note series: $2.25 billion of 4.725% Notes due 2028, $1.00 billion of 5.319% Notes due 2038, and $2.15 billion of 5.419% Notes due 2048.
- Early participation consideration per $1,000 tendered by September 15, 2025: $950 principal of New Notes, plus $50 principal of New Notes and $2.50 in cash, for a total of $1,000 principal of New Notes plus $2.50 in cash.
- Expiration of the exchange offers is 5:00 p.m. New York City time on September 30, 2025, unless extended or terminated.
- Consent solicitations seek to eliminate substantially all restrictive covenants and amend certain other provisions of the indentures governing the Existing Notes.
- Special mandatory redemption of $900 million (2028 notes), $400 million (2038 notes), and $860 million (2048 notes) applies if the Intended Electronics Separation is completed on or before March 31, 2026.
- The Intended Electronics Separation of Qnity Electronics, Inc. is targeted for November 1, 2025, and is not conditioned on the exchange offers or consent solicitations.
- The New Notes are unregistered under the Securities Act and may not be offered or sold in the United States or to U.S. persons except under an exemption.
03—Questions
Frequently Asked Questions
Why is DuPont offering to exchange its existing notes?
The exchange offers and consent solicitations are made in connection with the contemplated separation of DuPont's electronics business, which includes its semiconductor technologies and interconnect solutions businesses, into an independent public company, Qnity Electronics, Inc.
What do noteholders receive if they tender their notes?
For each $1,000 principal amount of Existing Notes validly tendered by the September 15, 2025 Early Participation Date, holders receive $1,000 principal amount of New Notes (including a $50 early participation payment) and $2.50 in cash. Tenders made after that date and by the September 30, 2025 Expiration Date receive $950 principal amount of New Notes. The New Notes carry the same interest rate, payment dates, maturity, and optional redemption terms as the corresponding Existing Notes.
What happens to the notes if the electronics separation is completed by March 31, 2026?
DuPont will be required to redeem $900 million of New 4.725% 2028 Notes, $400 million of New 5.319% 2038 Notes, and $860 million of New 5.419% 2048 Notes at a special mandatory redemption price. That price is the greater of a present-value amount based on the Treasury Rate plus 25 basis points (2028 notes) or 30 basis points (2038 and 2048 notes), less accrued interest, and 100% of principal, plus accrued and unpaid interest.
What conditions apply to the exchange offers?
None of the offers is subject to a financing condition. Completion of each exchange offer requires that at least 50.1% of the outstanding aggregate principal amount of the applicable series be validly tendered. The offers and consent solicitations are independent, so DuPont may complete any one or more of them without completing the others.
Are the New Notes registered with the SEC?
No. The New Notes have not been registered under the Securities Act of 1933 or any state or foreign securities laws. They may not be offered or sold in the United States or to U.S. persons except under an applicable exemption or in a transaction not subject to registration.
04—Continue