DuPont, Qnity Electronics Announce Offering of Senior Secured Notes and Senior Notes

DuPont de Nemours and Qnity Electronics plan to offer $1.5 billion of senior secured notes due 2032 and $1.0 billion of senior notes due 2033. The notes will be the obligation solely of Qnity Electronics following DuPont's intended spin-off of its electronics business. The offering is subject to market and customary conditions.

DuPont de Nemours, Inc. (NYSE: DD) and Qnity Electronics, Inc. have announced their intention to offer $1.5 billion of senior secured notes due 2032 and $1.0 billion of senior notes due 2033. The notes will become the obligation of Qnity Electronics following the completion of DuPont's planned spin-off of its electronics business [1].

The offering is subject to market and customary conditions. Upon the consummation of the spin-off, the senior secured notes will be guaranteed on a senior secured basis by each Qnity subsidiary, while the senior unsecured notes will be guaranteed on a senior unsecured basis. The secured notes will be secured by first priority liens on substantially the same collateral that secures Qnity's obligations under its planned senior secured credit facilities. The unsecured notes will not be secured by any collateral [1].

The gross proceeds from the offering will be held in escrow and released upon the completion of the spin-off. Qnity intends to use the net proceeds, along with borrowings under its new senior secured credit facilities and cash on hand, to finance the payment of a cash distribution to DuPont plus the pre-funded interest deposit in connection with the issuance of notes [1].

The spin-off is targeted for completion on November 1, 2025. If the spin-off is not consummated by March 31, 2026, or if Qnity notifies the escrow agent and trustee that it has determined the spin-off will not be consummated, each series of notes will be subject to a special mandatory redemption [1].

The notes and related guarantees will be offered to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. Neither the notes nor the related guarantees have been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements [1].

References:
[1] https://www.prnewswire.com/news-releases/dupont-de-nemours-inc-and-qnity-electronics-inc-announce-offering-of-senior-secured-notes-and-senior-notes-302526376.html