DowDuPont announces public offering of senior unsecured notes

DowDuPont Inc. (the "Company") 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.