Consent Solicitation and Offer to Purchase
On November 3, 2025, DuPont entered into a transaction support agreement (the “Transaction Support Agreement”) with certain noteholders (the “Supporting Holders”) that beneficially own $649,403,000 (or approximately 83.90%) of the 2038 Notes and $1,117,709,000 (or approximately 60.25%) of the 2048 Notes, each issued pursuant to the Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and the Trustee (collectively, the “Indenture”). Pursuant to the Transaction Support Agreement, (i) DuPont has agreed to launch and the Supporting Holders have agreed to provide their consents with respect to their 2038 Notes and 2048 Notes (as applicable) in support of a solicitation of consents (the “Consent Solicitations”) with respect to the adoption of certain proposed amendments (the “Proposed Amendments”) to the Indenture governing the applicable series of 2038 Notes and 2048 Notes to expressly permit DuPont to consummate the Separation and the proposed sale of its aramids business, and (ii) DuPont has agreed to launch and the Supporting Holders have agreed to tender $1,029,267,000 aggregate principal amount of their 2048 Notes into a tender offer (the “Tender Offer”) to purchase for cash up to $739,256,000 aggregate principal amount of the 2048 Notes (the “Tender Cap”) at a purchase price equal to $1,000 per $1,000 aggregate principal amount of 2048 Notes plus accrued and unpaid interest (if any) thereon to, but excluding, the applicable settlement date of the Tender Offer.
The Consent Solicitation for each series of the Consent Notes is expected to expire at 5:00 p.m., New York City time, on November 7, 2025, unless extended by DuPont with respect to one or more such series of Consent Notes. In order to approve the Proposed Amendments with respect to a series of the Consent Notes, holders of such series of Consent Notes must have validly delivered (and not validly revoked) consents that, in the aggregate, represent at least majority in aggregate principal amount of such outstanding series of Consent Notes (the “Requisite Consents”), prior to the expiration of the applicable Consent Solicitation. Assuming all of the Supporting Holders participate in the Consent Solicitations as provided in the Transaction Support Agreement, DuPont will receive the Requisite Consents for the Proposed Amendments to the Indenture with respect to each series of the Consent Notes. Pursuant to terms and conditions set forth in the Transaction Support Agreement, the Supporting Holders that validly deliver (and do not withdraw) their consents in the Consent Solicitations will be entitled to a cash support fee paid pursuant to the Transaction Support Agreement. No separate consent fees or any other consideration shall be paid to holders who deliver consents in the Consent Solicitations that are not party to the Transaction Support Agreement.
The Tender Offer is currently set to expire on December 3, 2025 (as such time and date may be extended by DuPont, the “Tender Expiration Date”). Holders may withdraw their tendered 2048 Notes prior to or at, but not after, 5:00 p.m., New York City time, on November 17, 2025 (as such date and time may be extended by DuPont). Payment for the 2048 Notes that are validly tendered prior to or at the Tender Expiration Date and that are accepted for purchase by DuPont will be made on the final settlement date thereof (which is expected to be two (2) business days after the Tender Expiration Date), provided that DuPont reserves the right, in its sole discretion, to make early payment for 2048 Notes that are validly tendered prior to or at 5:00 p.m., New York City time, on November 17, 2025 (such date and time, as it may be extended by DuPont, the “Early Tender Date”) and that are accepted for purchase on the date referred to as the “Early Settlement Date” (which is expected to be two (2) business days after the Early Tender Date). 2048 Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase in priority to other 2048 Notes validly tendered after the Early Tender Date (whether or not there is an Early Settlement Date). If the aggregate principal amount of 2048 Notes validly tendered in the Tender Offer exceeds the Tender Cap, the amount of such 2048 Notes purchased will be determined on a prorated basis pursuant to the terms of the Tender Offer. 2048 Notes tendered after the Early Tender Date but prior to or at the Expiration Date will be eligible for purchase, and subject to proration, only if and to the extent that the aggregate principal amount of 2048 Notes that are validly tendered and accepted for purchase as of the Early Tender Date is less than the Tender Cap. Assuming the Supporting Holders tender their 2048 Notes in the Tender Offer as required pursuant to the Transaction Support Agreement, DuPont expects that the Tender Offer will be oversubscribed, and that proration will be required, the amount of which will not be knowable until after the Early Tender Date or the Tender Expiration Date, as applicable.
Following successful consummation of the Tender Offer, repayment at maturity of DuPont’s 4.493% Notes due 2025 and payment for the Special Mandatory Redemption Notes, DuPont will have successfully achieved its intended post-Electronics separation capital structure by repaying approximately $4.0 billion aggregate principal amount of its senior notes, with total refinancing expenses of approximately $168 million (including estimated redemption premiums using October 28, 2025 rates, and excluding swap termination expenses). In light of the entry into the Transaction Support Agreement and the expected results of the Consent Solicitations and Tender Offer, DuPont no longer expects to redeem or otherwise repay any 2028 Notes or New 2028 Notes beyond the $900,000,000 aggregate principal amount of New 2028 Notes that will be redeemed pursuant to the special mandatory redemption provisions of such New 2028 Notes.
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