01—Abstract
Summary
Summary of the 8-K filed October 2, 2025. Cited figures are marked; the original filing is the authoritative source.
DuPont de Nemours, Inc. ("DuPont") completed the settlement of its exchange offers for three series of outstanding notes on October 2, 2025, following the expiration of the offers at 5:00 p.m.
New York City time on September 30, 2025. Requisite consents were received to adopt the proposed amendments for the 4.725%a Notes due 2028, and a Third Supplemental Indenture for those notes became operative on October 2, 2025. Requisite consents were not received for the 5.319% Notes due 2038 or the 5.419% Notes due 2048, so the proposed amendments will not be made to those series.
In connection with the settlement, DuPont issued new senior unsecured notes in exchange for tendered existing notes: $1,584,398,000b of New 2028 Notes, $225,963,000 of New 2038 Notes, and $294,781,000 of New 2048 Notes. The new notes carry the same interest rates, interest payment dates, maturity dates and optional redemption provisions as the corresponding existing notes, except that the make-whole methodology follows SIFMA model provisions. Interest on each series is payable on May 15 and November 15, beginning May 15, 2025, with maturities of November 15, 2028, November 15, 2038 and November 15, 2048, respectively.
The filing also describes a special mandatory redemption feature. If the Intended Electronics Separation is completed on or before March 31, 2026, DuPont must redeem $900,000,000c of New 2028 Notes, $225,963,000 of New 2038 Notes and $294,781,000 of New 2048 Notes at the greater of a present-value-based make-whole price (using the Treasury Rate plus 25 basis points for the 2028 notes and 30 basis points for the 2038 and 2048 notes) and 100% of principal, plus accrued interest. A registration rights agreement with the dealer managers requires DuPont to use commercially reasonable efforts to register exchange notes, with additional interest payable if the exchange offer is not completed by the 365th day after issuance.
02—Key points
Key Highlights
- Exchange offers settled October 2, 2025; the requisite consents were received for the 4.725% Notes due 2028 only.
- New 2028 Notes issued in the amount of $1,584,398,000 in exchange for tendered 2028 Notes.
- New 2038 Notes issued in the amount of $225,963,000 and New 2048 Notes issued in the amount of $294,781,000 in exchange for tendered notes.
- The 2038 and 2048 Notes retain their existing terms because the proposed indenture amendments did not receive the requisite consents.
- Special mandatory redemption is triggered if the Intended Electronics Separation is completed on or before March 31, 2026, requiring redemption of $900,000,000 of New 2028 Notes, $225,963,000 of New 2038 Notes and $294,781,000 of New 2048 Notes.
- Change of control repurchase obligation at 101% of principal plus accrued and unpaid interest applies to each series of New Notes.
- A registration rights agreement requires DuPont to pursue registration of exchange notes, with additional interest payable if the exchange offer is not completed by the 365th day after issuance.
03—Questions
Frequently Asked Questions
What did DuPont accomplish with the exchange offers and consent solicitations?
DuPont settled its exchange offers on October 2, 2025, issuing new notes in exchange for tendered 2028, 2038 and 2048 Notes. Requisite consents were obtained only for the 2028 Notes, so the proposed indenture amendments took effect for that series alone.
Will the 2038 and 2048 Notes be amended?
No. The filing states that the requisite consents were not received for the 5.319% Notes due 2038 or the 5.419% Notes due 2048, and the Proposed Amendments will not be made with respect to those series.
When would the special mandatory redemption be triggered?
The special mandatory redemption applies if the Intended Electronics Separation is completed on or before March 31, 2026. In that case, DuPont must redeem $900,000,000 of New 2028 Notes, $225,963,000 of New 2038 Notes and $294,781,000 of New 2048 Notes at the greater of a make-whole price and 100% of principal, plus accrued interest.
Are the new notes secured, and how do they rank?
The New Notes are senior unsecured obligations of DuPont. They were issued under a 2018 indenture as supplemented by the Fourth Supplemental Indenture dated October 2, 2025.
What obligations does DuPont have regarding registration of the new notes?
Under the Registration Rights Agreement, DuPont agreed to use commercially reasonable efforts to file and cause to become effective a registration statement for an exchange offer of the New Notes for substantially identical notes. Additional interest is payable if the exchange offer is not completed by the 365th day after issuance, or if a required shelf registration statement is not declared effective within the specified timeframe.
04—Continue