Corteva, Inc. has announced a plan to split its business into two publicly traded entities, and in connection with this separation, EIDP, Inc. (formerly DuPont) has issued $700,000,000 in aggregate principal amount of senior notes due 2036. The notes bear interest at a rate of 6.000% per year and mature on August 15, 2036. Interest payments are scheduled for February 15 and August 15 of each year, with the first payment due February 15, 2027.
The notes were sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The offering was not registered under the Securities Act of 1933. EIDP intends to use the net proceeds for general corporate purposes, including the repayment of commercial paper borrowings.
The notes are governed by a Base Indenture dated May 15, 2020, supplemented by a Fifth Supplemental Indenture dated September 24, 2026. The Indenture includes a Special Mandatory Redemption (SMR) provision requiring EIDP to redeem the notes at 101% of the aggregate principal amount plus accrued interest if the planned separation of Corteva is not completed. This redemption obligation would constitute an event of default under the agreement.
Separately, EIDP has entered into a Registration Rights Agreement with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, and BofA Securities Inc. Under this agreement, EIDP has committed to filing a registration statement with the SEC for an exchange offer or a shelf registration statement for the resale of the notes within 366 days from the completion of the Separation.
