CTA-PB 8-K
EIDP, Inc. (CTA-PB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On May 12, 2025, EIDP, Inc. (the “Company”), a direct subsidiary of Corteva, Inc., entered into an Underwriting Agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein, with respect to the offer and sale of $500,000,000 aggregate principal amount of its 5.125% Senior Notes due 2032 (the “Notes”).
The Notes were issued pursuant to that certain Indenture, dated as of May 15, 2020 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of May 14, 2025 (the “Third Supplemental Indenture”), between the Company and the Trustee. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on May 8, 2025.
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the Third Supplemental Indenture and the form of the Note contained herein are summaries and qualified in their entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Third Supplemental Indenture and the form of the Note. Copies of the Underwriting Agreement, the Third Supplemental Indenture and the form of the Note are filed as exhibits hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 |
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4.1 |
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4.2 |
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5.1 |
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23.1 |
Consent of Faegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.1). |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EIDP, INC. |
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Date: |
May 14, 2025 |
By: |
/s/ Cornel B. Fuerer |
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Cornel B. Fuerer |
Exhibit 1.1
EIDP, Inc.
Debt Securities
UNDERWRITING AGREEMENT
May 12, 2025
Ladies and Gentlemen:
EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company), a Delaware corporation (the “Company”), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 1(a) (the “Securities”). The Securities will be issued under the Indenture, dated as of May 15, 2020 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of the Closing Date (as defined below), between the Company and the Trustee (together with the Base Indenture, the “Indenture”). Particular series of the Securities may be sold to you and to such other firms on whose behalf you may act for resale in accordance with terms of the offering determined at the time of sale. The Securities involved in any such offering are hereinafter referred to as the “Purchased Securities.” The firm or firms which agree to purchase the same are hereinafter referred to as the “Underwriters” of such Purchased Securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the “Representatives”; provided, however, that if such Terms Agreement does not specify any representative of the Underwriters, the term “Representatives” as used in this underwriting agreement (this “Agreement”) with respect to the Purchased Securities that are the subject of such Terms Agreement (other than in Section 5(a)), shall mean each of the several Underwriters. The term “you” or “your,” when used with reference to any particular offering of Purchased Securities, shall refer to those of you who are Underwriters with respect to such Purchased Securities.
Section 1. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Underwriters with respect to each offering of Purchased Securities that:
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Section 2. Representations and Warranties of the Company and the Underwriters. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Purchased Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 (“Rule 433”) under the Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Act, other than the final term sheet prepared and filed pursuant to Section 4(i) of this Agreement and one or more term sheets relating to the Purchased Securities containing customary information and conveyed to purchasers of the Purchased Securities; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of any free writing prospectus listed in the Terms Agreement. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus (as defined in Rule 433, an “Issuer Free Writing Prospectus”) and (y) it has complied and will comply, as the case may be, with the requirements of Rule 164 and Rule 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
Section 3. Purchase and Offering. The obligations of the Underwriters to purchase the Purchased Securities will be evidenced by an exchange of telegraphic or other written communications substantially in the form of Schedule I attached hereto (each, a “Terms Agreement”) at each time the Company determines to sell Purchased Securities. Each Terms Agreement shall incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and shall specify the firms which will be Underwriters, the principal amount of Purchased Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Purchased Securities not otherwise specified in the Indenture, including, but not limited to, interest rates, if any, maturity, redemption provisions and sinking fund requirements. Each Terms Agreement shall also specify the time and date of delivery and payment for the Purchased Securities (the “Closing Date”) and any details of the terms of offering which should be reflected in the prospectus supplement relating to the offering of the Purchased Securities. Such prospectus supplement shall set forth the terms contained in the Terms Agreement and such other information that the Representatives and the Company agree at the time of execution of the Terms Agreement should be included in the prospectus supplement. The obligations of the Underwriters to purchase the Purchased Securities shall be several and not joint. It is understood that the Underwriters propose to offer the Purchased Securities for sale as set forth in such prospectus supplement. The Purchased Securities will be issued in definitive or book-entry form in such denominations and registered in such names as the Underwriters request.
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Section 4. Covenants of the Company. In connection with each offering of Purchased Securities, the Company covenants and agrees with the Underwriters that:
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Section 5. Conditions. The several obligations of the Underwriters to purchase and pay for any issue of Purchased Securities hereunder will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
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Section 6. Indemnification.
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Section 7. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Purchased Securities under any Terms Agreement and the aggregate principal amount of Purchased Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Purchased Securities, you may make arrangements satisfactory to the Company for the purchase of such Purchased Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments under such Terms Agreement, to purchase the Purchased Securities which such defaulting Underwriters agreed but failed to purchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Purchased Securities with respect to which such default or defaults occur is more than 10% of the total principal amount of Purchased Securities and arrangements satisfactory to you and the Company are not made within thirty-six hours after such default, such Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 11. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. The foregoing obligations and agreements set forth in this Section will not apply if the Purchased Securities are being purchased pursuant to a “bought deal” which is identified as such in the Terms Agreement. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Section 8. Termination. If Purchased Securities are being purchased pursuant to a “firm bid” which is identified as such in the Terms Agreement, such Terms Agreement shall be subject to termination in your absolute discretion, by notice given to the Company prior to delivery of and payment for the Purchased Securities, if prior to such time there shall have occurred (i) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market if, in your judgment, the effect of any such suspension makes it impractical or inadvisable to proceed with solicitations of purchases of, or sales of, Purchased Securities; (ii) any banking moratorium declared by Federal or New York authorities; or (iii) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of
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any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Purchased Securities.
Section 9. Acknowledgements. The Company acknowledges that in connection with the offering of the Purchased Securities: (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, (b) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and any Terms Agreement and (c) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty owed to the Company in connection with the offering of the Purchased Securities.
In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
Section 10. Entire Agreement. This Agreement and the Terms Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Purchased Securities, represent the entire agreement between the Company and the Underwriters with respect to the preparation of the Prospectus and the General Disclosure Package, and the conduct of the offering, and the purchase and sale of the Purchased Securities.
Section 11. Survival of Representations, Warranties, etc. The respective representations, warranties, agreements and indemnities of the Company and the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Purchased Securities. If any Terms Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Purchased Securities by the Underwriters pursuant to such Terms Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4(g) and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If any Terms Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement or under such Terms Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement or under such Terms Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated such Terms Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by them in connection with the Purchased Securities.
Section 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 6 hereof, and no other person will have any right or obligation hereunder.
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Section 13. Counterparts. This Agreement may be executed in one or more counterparts and it is not necessary that signatures of all parties appear on the same counterpart, but such counterparts together shall constitute but one and the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
Section 14. Recognition of the U.S. Special Resolution Regimes.
For purposes of this Section, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 15. Contractual Recognition of UK Bail-In Powers. Notwithstanding and to the understandings between the Representatives (each, a “Relevant Party”) and the Company, the Company acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the
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exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts and agrees to be bound by
Section 16. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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The Company and each Underwriter hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby. The Company and each Underwriter irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.
Section 17. Waiver of Jury Trial. The Company and each Underwriter hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby.
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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Underwriters and the Company in accordance with its terms.
Very truly yours,
EIDP, Inc. |
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By: |
/s/ Laurie Conslato |
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Name: Laurie Conslato |
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Title: Vice President, Treasurer |
[Signature Page to the Underwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
For themselves and as Representatives of
the several Underwriters named in Schedule B to
the Terms Agreement dated the date hereof
BNP Paribas Securities Corp. |
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By: |
/s/ Pasquale A. Perraglia IV |
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Name: Pasquale A. Perraglia IV |
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Title: Managing DIrector |
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[Signature Page to the Underwriting Agreement]
Citigroup Global Markets Inc. |
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By: |
/s/ Adam D. Bordner |
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Name: Adam D. Bordner |
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Title: Manging Director |
[Signature Page to the Underwriting Agreement]
HSBC Securities (USA) Inc. |
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By: |
/s/ Patrice Altongy |
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Name: Patrice Altongy |
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Title: Managing Director |
[Signature Page to the Underwriting Agreement]
SCHEDULE I
EIDP, Inc.
(the “Company”)
Debt Securities
TERMS AGREEMENT
May 12, 2025
EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company)
Attention: David P. Johnson
Ladies and Gentlemen:
On behalf of the several underwriters named in Schedule B hereto (the “Underwriters”) and for their respective accounts, we offer to purchase, severally and not jointly, on and subject to the terms and conditions of the Underwriting Agreement, dated May 12, 2025 (the “Underwriting Agreement”), the following securities (the “Notes”) on the following terms:
Title of Securities: |
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5.125% Senior Notes due 2032 |
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Aggregate Principal Amount Offered: |
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$500,000,000 |
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Interest Rate: |
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5.125% per annum |
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Maturity Date: |
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May 15, 2032 |
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Applicable Par Call Date: |
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March 15, 2032 |
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Optional Redemption: |
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Prior to March 15, 2032 (two months prior to the maturity date), callable at the greater of (a) the make-whole price of T+15 basis points and (b) 100% of the principal amount, plus accrued and unpaid interest to the redemption date. Callable at par on or after March 15, 2032 |
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Purchase Price: |
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98.932% plus accrued interest, if any, from May 14, 2025 |
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Other Terms: |
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As described in the General Disclosure Package (as defined in the Underwriting Agreement) |
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Approved Issuer Free Writing Prospectuses pursuant to Section 2 of the Underwriting Agreement: |
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Final Term Sheet, dated May 12, 2025, as filed pursuant to Rule 433 |
Schedule I-1 to the Underwriting Agreement
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Applicable Time: |
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3:10 P.M. (New York City time) |
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Closing |
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9:00 A.M. (New York City time) on May 14, 2025 at Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 |
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Trustee: |
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U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) |
The respective principal amounts of the Notes to be purchased by each of the Underwriters are set forth opposite their names in Schedule B hereto.
The provisions of the Underwriting Agreement are incorporated herein by reference. This represents a “firm bid” for purposes of Section 8 of the Underwriting Agreement.
Each Underwriter, severally and not jointly, agrees in connection with the initial distribution of the Notes to comply with the selling restrictions set forth under the caption “Underwriting—Selling Restrictions” in the Company’s preliminary prospectus supplement, dated as of the date hereof, to the extent such selling restrictions are applicable to such Underwriter.
Capitalized terms used but not defined in this Terms Agreement shall have the meanings ascribed to them in the Company’s preliminary prospectus supplement, dated as of the date hereof.
Schedule I-2 to the Underwriting Agreement
Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us.
Very truly yours, |
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BNP Paribas Securities Corp. |
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Citigroup Global Markets Inc. |
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HSBC Securities (USA) Inc. |
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For themselves and as Representatives of the several Underwriters named in Schedule B hereto |
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BNP Paribas Securities Corp. |
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By: |
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Name: |
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Title: |
[Signature Page to the Terms Agreement]
Citigroup Global Markets Inc. |
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By: |
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Name: |
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Title: |
[Signature Page to the Terms Agreement]
HSBC Securities (USA) Inc. |
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By: |
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Name: |
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Title: |
[Signature Page to the Terms Agreement]
SCHEDULE A
Filed Pursuant to Rule 433
Registration No. 333-287099-01
Final Term Sheet
May 12, 2025
EIDP, Inc.
$500,000,000 5.125% Senior Notes due 2032
This final term sheet, dated May 12, 2025 (this “Final Term Sheet”), should be read together with the preliminary prospectus supplement, dated May 12, 2025 (the “Preliminary Prospectus Supplement”), of EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company) (the “Company”). The information in this Final Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent therewith. Capitalized terms used but not defined in this Final Term Sheet shall have the meanings ascribed to them in the Preliminary Prospectus Supplement.
Issuer: |
EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company) |
Title of Securities: |
5.125% Senior Notes due 2032 (the “Notes”) |
Ratings (Moody’s / |
[Intentionally omitted] |
Distribution: |
SEC-registered |
Trade Date: |
May 12, 2025 |
Settlement Date |
May 14, 2025 |
Maturity Date: |
May 15, 2032 |
Aggregate Principal Amount Offered: |
$500,000,000 |
Price to Public |
99.582% |
Net Proceeds to Issuer (before transaction expenses and after underwriting fees): |
$494,660,000 |
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Schedule A-1 to the Terms Agreement\
Yield to Maturity: |
5.197% |
Interest Rate: |
5.125% per annum |
Interest Payment |
Semi-annually on each May 15 and November 15, commencing November 15, 2025 |
Benchmark Treasury: |
4.000% due April 30, 2032 |
Spread to Benchmark Treasury: |
+92 basis points |
Benchmark Treasury Price: |
98-11 |
Benchmark Treasury Yield: |
4.277% |
Applicable Par Call Date: |
March 15, 2032 |
Optional Redemption: |
Prior to March 15, 2032 (two months prior to the maturity date), callable at the greater of (a) the make-whole price of T+15 basis points and (b) 100% of the principal amount, plus accrued and unpaid interest to the redemption date. Callable at par on or after March 15, 2032 |
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Joint Bookrunners: |
BNP Paribas Securities Corp. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. |
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BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Rabo Securities USA, Inc. SMBC Nikko Securities America, Inc. |
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Senior Co-Managers: |
BBVA Securities Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. PNC Capital Markets LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank TD Securities (USA) LLC |
Schedule A-2 to the Terms Agreement
Co-Managers: |
Academy Securities, Inc. U.S. Bancorp Investments, Inc. Citizens JMP Securities, LLC Siebert Williams Shank & Co., LLC |
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CUSIP / ISIN: |
263534CS6 / US263534CS62 |
* A securities rating is not a recommendation to buy, sell, or hold securities and should be evaluated independently of any other rating. Each rating is subject to revision or withdrawal at any time by the assigning rating organization.
** It is expected that delivery of the Notes will be made to investors on or about May 14, 2025, which will be the second business day following the date hereof (such settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the delivery of the Notes should consult their advisors.
The Company has filed a registration statement (including a prospectus) and the Preliminary Prospectus Supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the Preliminary Prospectus Supplement and other documents the Company and Corteva, Inc. have 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 Preliminary Prospectus Supplement and the accompanying prospectus if you request it by contacting (i) BNP Paribas Securities Corp. toll-free at 1-800-854-5674, (ii) Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or (iii) HSBC Securities (USA) Inc. toll-free at 1-866-811-8049.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
Schedule A-3 to the Terms Agreement
SCHEDULE B
Underwriters |
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Principal Amount |
BNP Paribas Securities Corp. |
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$100,000,000 |
Citigroup Global Markets Inc. |
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100,000,000 |
HSBC Securities (USA) Inc. |
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100,000,000 |
BofA Securities, Inc. |
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25,000,000 |
Goldman Sachs & Co. LLC |
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25,000,000 |
J.P. Morgan Securities LLC |
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25,000,000 |
Rabo Securities USA, Inc. |
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25,000,000 |
SMBC Nikko Securities America, Inc. |
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25,000,000 |
BBVA Securities Inc. |
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7,500,000 |
Credit Agricole Securities (USA) Inc. |
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7,500,000 |
Deutsche Bank Securities Inc. |
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7,500,000 |
PNC Capital Markets LLC |
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7,500,000 |
Santander US Capital Markets LLC |
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7,500,000 |
Scotia Capital (USA) Inc. |
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7,500,000 |
SG Americas Securities, LLC |
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7,500,000 |
Standard Chartered Bank |
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7,500,000 |
TD Securities (USA) LLC |
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7,500,000 |
Academy Securities, Inc. |
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3,500,000 |
U.S. Bancorp Investments, Inc. |
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3,500,000 |
Citizens JMP Securities, LLC |
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250,000 |
Siebert Williams Shank & Co., LLC |
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250,000 |
Total |
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$500,000,000 |
Schedule B-1 to the Terms Agreement
EXHIBIT A
Indemnification Language
Pursuant to Section 6, the Representatives have furnished for use in the Prospectus and the General Disclosure Package:
Exhibit A to Underwriting Agreement
Exhibit 4.1
EIDP, INC.
$500,000,000 5.125% Senior Notes due 2032
THIRD SUPPLEMENTAL INDENTURE
Dated as of May 14, 2025
to
INDENTURE
Dated as of May 15, 2020
U.S. Bank Trust Company, National Association
(as successor in interest to U.S. Bank National Association)
Trustee
Table of Contents
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ARTICLE I |
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DEFINITIONS |
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Section 1.01 |
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Definition of Terms |
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ARTICLE II |
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GENERAL TERMS OF THE NOTES |
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Section 2.01 |
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Designation and Principal Amount |
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Section 2.02 |
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Further Issues |
5 |
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Section 2.03 |
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Maturity |
6 |
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Section 2.04 |
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Interest |
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Section 2.05 |
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Global Securities |
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Section 2.06 |
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Form of Notes; Denomination |
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Section 2.07 |
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Depositary |
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ARTICLE III |
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OPTIONAL REDEMPTION |
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Section 3.01 |
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Optional Redemption |
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Section 3.02 |
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Applicability of Certain Redemption Provisions in Base Indenture |
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ARTICLE IV |
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CHANGE OF CONTROL |
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Section 4.01 |
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Change of Control |
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ARTICLE V |
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COVENANTS |
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Section 5.01 |
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Limitation on Liens |
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Section 5.02 |
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Sale and Leaseback Transactions |
8 |
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Section 5.03 |
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Merger, Consolidation and Sale of Assets |
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ARTICLE VI |
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EVENTS OF DEFAULT |
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Section 6.01 |
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Events of Default |
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ARTICLE VII |
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AMENDMENT, SUPPLEMENT AND WAIVER |
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Section 7.01 |
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Without the Consent of Holders |
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Section 7.02 |
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With the Consent of Holders |
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ARTICLE VIII |
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SATISFACTION AND DISCHARGE; DEFEASANCE |
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Section 8.01 |
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Satisfaction and Discharge of Indenture |
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Section 8.02 |
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Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations |
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ARTICLE IX |
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MISCELLANEOUS |
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Section 9.01 |
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Ratification of Base Indenture |
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Section 9.02 |
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Trust Indenture Act Controls |
9 |
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Section 9.03 |
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Effects of Headings and Table of Contents |
9 |
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Section 9.04 |
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Successors and Assigns |
9 |
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Table of Contents
(continued)
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Section 9.05 |
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Separability Clause |
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Section 9.06 |
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Benefits of the Third Supplemental Indenture |
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Section 9.07 |
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Counterparts; Electronic Signatures |
10 |
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Section 9.08 |
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Governing Law; Waiver of Jury Trial |
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Section 9.09 |
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Force Majeure |
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Section 9.10 |
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U.S.A. Patriot Act |
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Section 9.11 |
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Trustee |
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EXHIBITS
EXHIBIT A – Form of Global 2032 Note
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THIRD SUPPLEMENTAL INDENTURE, dated as of May 14, 2025 (this “Third Supplemental Indenture”), between EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company), a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, the Company executed and delivered to the Trustee the Indenture, dated as of May 15, 2020 (the “Base Indenture” and, as supplemented by this Third Supplemental Indenture, the “Indenture”), between the Company and the Trustee, providing for the issuance by the Company from time to time of one or more series of its debt securities (the “Securities”);
WHEREAS, the Base Indenture provides, among other things, that by means of a supplemental indenture, the Company and the Trustee may, without the consent of Holders, establish the form, title and terms of Securities of any series in accordance with the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to establish a new series of Securities under the Base Indenture to be designated as the “5.125% Senior Notes due 2032” (the “Notes”);
WHEREAS, the form, title and terms of the Notes shall be set forth in this Third Supplemental Indenture in accordance with the terms of the Base Indenture;
WHEREAS, the Board of Directors of the Company, pursuant to the Unanimous Written Consent, dated May 7, 2025, has duly authorized the issuance of the Notes and has authorized the proper officers of the Company to execute and deliver any and all instruments and documents necessary or advisable to effect such issuance;
WHEREAS, this Third Supplemental Indenture is being entered into pursuant to Sections 3.01 and 14.01 of the Base Indenture; and
WHEREAS, all acts and things necessary to make this Third Supplemental Indenture a valid agreement according to its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done and performed, and the execution of this Third Supplemental Indenture and the issuance hereunder of the Notes has been duly authorized in all respects.
NOW THEREFORE, in consideration of the premises and the purchase of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Base Indenture, the forms, titles and terms of the Notes, the Company covenants and agrees with the Trustee, as follows:
ARTICLE I
DEFINITIONS
For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
(b) each term defined in the Base Indenture has the same meaning when used in this Third Supplemental Indenture; provided, however, that if a term is defined both herein and in the Base Indenture, the definition in this Third Supplemental Indenture shall govern with respect the Notes;
(c) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and
(d) references to “Article” or “Section” or other subdivisions herein are references to an Article, Section or other subdivisions of this Third Supplemental Indenture.
Section 1.01 Definition of Terms. Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes of this Third Supplemental Indenture have the meanings hereinafter set forth:
Base Indenture:
The term “Base Indenture” has the meaning specified in the recitals of this Third Supplemental Indenture.
Below Investment Grade Rating Event:
The term “Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of such Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred with respect to a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agency or Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
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Business Day:
The term “Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law or regulation to close in the City of New York.
Change of Control:
The term “Change of Control” means the occurrence of any of the following:
(i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any Person or Group other than the Company or one of its subsidiaries;
(ii) the approval by the holders of the Company’s voting stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); or
(iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding voting interests in the Company’s capital stock.
Change of Control Offer:
The term “Change of Control Offer” has the meaning specified in Section 4.01(a) of this Third Supplemental Indenture.
Change of Control Payment:
The term “Change of Control Payment” has the meaning specified in Section 4.01(a) of this Third Supplemental Indenture.
Change of Control Payment Date:
The term “Change of Control Payment Date” has the meaning specified in Section 4.01(b) of this Third Supplemental Indenture.
Change of Control Triggering Event:
The term “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Company:
The term “Company” has the meaning specified in the preamble of this Third Supplemental Indenture.
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Exchange Act:
The term “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder and any statute successor thereto, in each case as amended from time to time.
Fitch:
The term “Fitch” means Fitch Ratings Inc. and its successors.
Group:
The term “Group” means a group of related persons for purposes of Section 13(d) of the Exchange Act.
Indenture:
The term “Indenture” has the meaning specified in the recitals of this Third Supplemental Indenture.
Investment Grade Rating:
The term “Investment Grade Rating” means, with respect to Fitch, a rating equal to or higher than BBB- (or its equivalent under any successor rating categories of Fitch), with respect to Moody’s, a rating equal to or higher than Baa3 (or its equivalent under any successor rating categories of Moody’s) and, with respect to S&P, BBB- (or its equivalent under any successor rating categories of S&P), or, if the Notes are not then rated by Fitch, Moody’s or S&P, an equivalent investment grade credit rating by any additional Rating Agency or Rating Agencies selected by the Company.
Issue Date:
The term “Issue Date” means May 14, 2025.
Moody’s:
The term “Moody’s” means Moody’s Investors Service, Inc. and its successors.
Notes:
The term “Notes” has the meaning specified in the recitals of this Third Supplemental Indenture.
Rating Agencies:
The term “Rating Agencies” means (i) each of Fitch, Moody’s and S&P; and (ii) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a credit rating agency registered
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as a “nationally recognized statistical rating organization” with the SEC, selected by the Company as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.
Regular Record Date:
The term “Regular Record Date” has the meaning specified in Section 2.04 of this Third Supplemental Indenture.
S&P:
The term “S&P” means S&P Global Ratings and its successors.
SEC:
The term “SEC” means the U.S. Securities and Exchange Commission.
Securities:
The term “Securities” has the meaning specified in the recitals of this Third Supplemental Indenture.
Trustee:
The term “Trustee” has the meaning specified in the preamble of this Third Supplemental Indenture.
ARTICLE II
GENERAL TERMS OF THE NOTES
Section 2.01 Designation and Principal Amount.
(a) There is hereby authorized and established a new series of Securities under the Base Indenture, designated as the “5.125% Senior Notes due 2032,” which is not limited in aggregate principal amount.
(b) There are initially to be authenticated and delivered $500,000,000 aggregate principal amount of the Notes.
Section 2.02 Further Issues. Notwithstanding the initial aggregate principal amount set forth in Section 2.01(b) of this Third Supplemental Indenture, the Company may, from time to time without the consent of the Holders of the Notes, issue additional notes hereunder having the same ranking, interest rate, maturity and other terms as the previously issued Notes, except for the issue date and, under certain circumstances, the public offering price and the initial Interest Payment Date. Any additional notes having such similar terms, together with the previously issued Notes, will constitute a single series of Securities under the Indenture; provided, however, that, in the event that additional notes are not fungible with the previously issued Notes for U.S. federal income tax purposes, the Company shall cause such additional notes to be issued with a separate
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CUSIP number or other applicable identifying number so that they are distinguishable from such previously issued Notes. No additional notes may be issued if an Event of Default has occurred and is continuing with respect to the Notes.
Section 2.03 Maturity. The Notes will mature on May 15, 2032.
Section 2.04 Interest. The Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from the Issue Date or the most recent Interest Payment Date to which interest has been paid or duly provided for at the rate of 5.125% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2025 to the person in whose name the note is registered at the close of business on the immediately preceding May 1 and November 1, respectively (whether or not a Business Day) (each, a “Regular Record Date”).
Section 2.05 Global Securities. The Notes will initially be issued in the form of one or more permanent Global Securities in definitive, fully registered form.
Section 2.06 Form of Notes; Denomination. The Notes and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form set forth in Exhibit A hereto. The Notes shall be issued and may be transferred only in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
Section 2.07 Depositary. The Depository Trust Company, a New York corporation, will initially act as Depositary with respect to the Notes.
ARTICLE III
OPTIONAL REDEMPTION
Section 3.01 Optional Redemption. The Notes shall be redeemable at the option of the Company as set forth under the heading “Optional Redemption” in the form of security set forth in Exhibit A hereto.
Section 3.02 Applicability of Certain Redemption Provisions in Base Indenture. The provisions of Article IV of the Base Indenture shall be applicable to any redemption of Notes pursuant to this Article III.
ARTICLE IV
CHANGE OF CONTROL
Section 4.01 Change of Control. (a) If a Change of Control Triggering Event occurs with respect to the Notes, unless the Company has exercised its option to redeem such Notes in accordance with Section 3.01 of this Third Supplemental Indenture, the Holders of such Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of their Notes pursuant to an offer described in this Section 4.01 (the “Change of Control Offer”). In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes
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repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase (the “Change of Control Payment”).
(b) Within 30 days following any Change of Control Triggering Event with respect to the Notes or, at our option, prior to a Change of Control but after the public announcement of the pending Change of Control, the Company shall mail, or cause to be mailed, or otherwise deliver in accordance with the applicable procedures of DTC, a notice to Holders of such Notes and the Trustee describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the notice, which date will be no earlier than 10 days and (unless delivered in advance of the occurrence of such Change of Control Triggering Event) no later than 60 days from the date such notice is mailed or delivered (the “Change of Control Payment Date”), pursuant to the procedures required herein and described in such notice. The notice shall, if mailed or otherwise delivered prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
(c) On the Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.
(d) The Paying Agent shall promptly pay to each Holder of Notes properly tendered the purchase price for such Notes, and the Trustee shall promptly authenticate and mail or otherwise deliver in accordance with the applicable procedures of DTC, to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note shall be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof.
(e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.01, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.01 by virtue of such conflicts.
(f) The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event with respect thereto if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer or (ii) a notice of redemption for all outstanding Notes has been given previous to, or concurrently with, the Change of Control in accordance with Section 3.01 of this Third Supplemental Indenture unless and until there is a default in payment of the applicable redemption price.
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(g) If Holders of not less than 90% in aggregate principal amount of outstanding Notes validly tender and do not withdraw such Notes in connection with a Change of Control Triggering Event and the Company, or any third party making a repurchase offer in lieu of the Company as described in Section 4.01(f) of this Third Supplemental Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided that such notice is given not more than 30 days following such repurchase date pursuant to the repurchase offer described in this Section 4.01, to redeem all Notes that remain outstanding following such repurchase date on a date and at a price in cash equal to the repurchase price described in this Section 4.01.
ARTICLE V
COVENANTS
Section 5.01 Limitation on Liens. Section 6.04 of the Base Indenture shall be applicable to the Notes.
Section 5.02 Sale and Leaseback Transactions. Section 6.05 of the Base Indenture shall be applicable to the Notes.
Section 5.03 Merger, Consolidation and Sale of Assets. Section 6.06 of the Base Indenture shall be applicable to the Notes.
ARTICLE VI
EVENTS OF DEFAULT
Section 6.01 Events of Default. Section 7.01 of the Base Indenture shall be applicable to the Notes.
ARTICLE VII
AMENDMENT, SUPPLEMENT AND WAIVER
Section 7.01 Without the Consent of Holders. Section 14.01 of the Base Indenture shall be applicable to the Notes.
Section 7.02 With the Consent of Holders. Section 14.02 of the Base Indenture shall be applicable to the Notes.
ARTICLE VIII
SATISFACTION AND DISCHARGE; DEFEASANCE
Section 8.01 Satisfaction and Discharge of Indenture. Section 12.02 of the Base Indenture shall be applicable to the Notes.
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Section 8.02 Defeasance and Covenant Defeasance upon Deposit of Moneys or U.S. Government Obligations. Section 12.03 of the Base Indenture shall be applicable to the Notes. If the Company exercises its “covenant defeasance” option in accordance with Section 12.03 of the Base Indenture, in addition to any covenants specified therein, the Company shall cease to be under any obligation to comply with the covenants set forth in Sections 4.01, 5.01, 5.02 and 5.03 of this Third Supplemental Indenture.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Ratification of Base Indenture. The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided; provided that the provisions of this Third Supplemental Indenture apply solely with respect to the Notes. The rights, privileges, immunities, benefits, protections and indemnities provided to the Trustee under the Base Indenture shall apply to any action or inaction of the Trustee (acting in any capacity hereunder) in connection herewith, including in connection with the execution and delivery of this Third Supplemental Indenture.
Section 9.02 Trust Indenture Act Controls. If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with the duties imposed by, or another provision included in the Indenture which is required to be included in the Indenture by any of the provisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.
Section 9.03 Effects of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Section 9.04 Successors and Assigns. All covenants and agreements in this Third Supplemental Indenture by the parties hereto shall bind their respective successors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.
Section 9.05 Separability Clause. In case any provision in this Third Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 9.06 Benefits of the Third Supplemental Indenture. Nothing in this Third Supplemental Indenture expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or to give to, any Person or corporation other than the parties hereto and their successors and the Holders of the Notes any benefit or any right, remedy or claim under or by reason of this Third Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Third Supplemental Indenture contained shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of the Notes.
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Section 9.07 Counterparts; Electronic Signatures. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf”, “tif” or “jpg”) transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf”, “tif” or “jpg”) shall be deemed to be their original signatures for all purposes.
Anything in the Base Indenture, the Notes or this Third Supplemental Indenture to the contrary notwithstanding, the words “execution,” “signed,” “signature,” and words of like import in the Base Indenture, the Notes or this Third Supplemental Indenture or in any other certificate, agreement or document related the Base Indenture, the Notes or this Third Supplemental Indenture shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. For the avoidance of doubt, the Notes may be executed or authenticated by electronic signatures, and the keeping of records in electronic form, are hereby authorized, and each shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as the case may be.
Section 9.08 Governing Law; Waiver of Jury Trial. This Third Supplemental Indenture and the Notes shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.
EACH PARTY HERETO, AND EACH HOLDER OF A NOTE BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS THIRD SUPPLEMENTAL INDENTURE.
Section 9.09 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
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Section 9.10 U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Third Supplemental Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.
Section 9.11 Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.
EIDP, INC. |
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By: |
/s/ Laurie Conslato |
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Name: Laurie Conslato |
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Title: Vice President, Treasurer |
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as Trustee
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By: |
/s/ Mark DiGiacomo |
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Name: Mark DiGiacomo |
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Title: Vice President |
[Signature Page – Third Supplemental Indenture]
EXHIBIT A
FORM OF GLOBAL NOTE
[FORM OF FACE OF SECURITY]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
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CUSIP No. 263534CS6
ISIN No. US263534CS62
EIDP, INC.
5.125% Senior Notes due 2032
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As revised by the
Schedule of Increases or Decreases in
Global Security attached hereto
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to on the reverse hereof unless otherwise indicated.
Interest. EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company), a Delaware corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ____________________ Dollars, as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on May 15, 2032, and to pay interest thereon from May 14, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing on November 15, 2025 at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment.
Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office in U.S. Dollars.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Authentication. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
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EIDP, INC. |
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By: |
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Name: Laurie Conslato |
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Title: Vice President, Treasurer |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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U.S. Bank Trust Company, National Association |
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(as successor in interest to U.S. Bank National Association), as Trustee |
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By: |
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Authorized Signatory |
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[FORM OF REVERSE OF SECURITY]
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
Indenture. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under the Indenture, dated as of May 15, 2020 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of May 14, 2025 (herein called the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities of this series are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, issued initially in aggregate principal amount to $___________.
Optional Redemption. Prior to March 15, 2032 (the “Par Call Date”), the Company may redeem the Securities of this series at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)(a) the sum of the present values of the remaining scheduled payments of the principal and interest thereon discounted to the Redemption Date (assuming the Securities of this series matured on the Par Call Date), on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption; and
(2) 100% of the principal amount of the Securities to be redeemed;
plus, in either case, accrued and unpaid interest thereon to the Redemption Date.
On or after the Par Call Date, the Company may redeem the Securities of this series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest thereon to the Redemption Date.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
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(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed.
Any redemption and notice of such redemption may, at the Company’s option, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company) by the Redemption Date, or
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by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
In the case of a partial redemption, selection of the Securities of this series for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of this series of a principal amount of $2,000 or less will be redeemed in part. If any Security of this series is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities of this series are held by the Depositary, the redemption of the Securities of this series shall be done in accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption.
Except as set forth herein, the Securities of this series will not be redeemable by the Company prior to their Stated Maturity and will not be entitled to the benefit of any sinking fund.
Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Change of Control. If a Change of Control Triggering Event occurs with respect to the Securities of this series, unless the Company has exercised its option to redeem the Securities of this series in accordance with the provisions set forth in this Security under the heading “Optional Redemption”, Holders of the Securities will have the right to require the Company to repurchase all or any part (equal to $2,000 and any integral multiple of $1,000 in excess thereof) of their Securities as described in Article IV of the Third Supplemental Indenture.
Amendment, Modification and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment and modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities (as defined in the Base Indenture) affected by such amendment, supplement or modification voting as a single class. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
Restrictive Covenants. The restrictive covenants for this Security are as specified in the Indenture. The Indenture does not limit unsecured debt of the Company or any of its Subsidiaries.
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Denominations, Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of said State.
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
Date of Exchange |
Amount of increase in Principal Amount of this Global Security |
Amount of decrease in Principal Amount of this Global Security |
Principal Amount of this Global Security following each decrease or increase |
Signature of authorized signatory of Trustee |
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Exhibit 5.1
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faegredrinker.com |
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Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax |
May 14, 2025
EIDP, Inc.
974 Centre Road
Wilmington, DE 19805
Ladies and Gentlemen:
We have acted as counsel for EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company), a Delaware corporation (the “Company”), in connection with the purchase by the several underwriters (the “Underwriters”) listed in Schedule B to the Terms Agreement dated May 12, 2025 (the “Terms Agreement”), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. as representatives (the “Representatives”) of the Underwriters, of $500,000,000 aggregate principal amount of 5.125% Notes due 2032 (the “Notes”) issued under an Indenture dated as of May 15, 2020 (the “Original Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”), as supplemented by the Third Supplemental Indenture dated as of May 14, 2025 (the “Third Supplemental Indenture”) between the Company and the Trustee (the Original Indenture, as supplemented by the Third Supplemental Indenture, being herein called the “Indenture”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
In rendering the opinions expressed herein, we have examined:
(i) the Registration Statement on Form S‑3ASR (Registration Nos. 333-287099 and 333-287099-01) (the “Registration Statement”) filed by Corteva, Inc. and the Company with the Securities and Exchange Commission (the “Commission”) on May 8, 2025, including the exhibits thereto and the base prospectus constituting a part thereof, including the documents incorporated by reference therein, relating to the offering from time to time of the securities referred to therein pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”);
(ii) the preliminary prospectus supplement dated May 12, 2025 and the final prospectus supplement dated May 12, 2025 (the “Prospectus Supplement”), including the documents incorporated by reference therein, filed with the Commission pursuant to Rule 424 promulgated under the Act;
(iii) the Underwriting Agreement dated May 12, 2025 (the “Underwriting Agreement”), by and among the Company and the Representatives of the Underwriters;
(iv) the Terms Agreement;
EIDP, Inc. |
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May 14, 2025 |
(v) the Indenture;
(vi) the executed copy of the global note evidencing the Notes; and
(vii) the Amended and Restated Certificate of Incorporation of the Company, as amended to date, the Amended and Restated Bylaws of the Company, as amended to date, and the corporate actions taken by the Company in connection with the Indenture and the issuance of the Notes.
We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records and other records, agreements, documents, certificates and instruments, and have reviewed such authorities of law, as we have deemed relevant and necessary as a basis for our opinions hereinafter set forth.
On the basis of and subject to the foregoing and the qualifications set forth in Annex I attached hereto, we are of the opinion that:
We consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K of the Company filed with the Commission on the date hereof and thereby incorporated by reference into the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours, |
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/s/ Faegre Drinker Biddle & Reath LLP |
FAEGRE DRINKER BIDDLE & REATH LLP |
ANNEX I
TO OPINION LETTER
In rendering the accompanying opinion letter, we wish to advise you of the following additional qualifications to which such opinion letter is subject:
Annex I-1
Annex I-2
Annex I-3