DD 8-K
DuPont de Nemours, Inc. (DD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On February 1, 2021, DuPont de Nemours, Inc. (“DuPont” or the “Company”) issued a press release regarding the completion of the previously announced separation of its Nutrition & Biosciences business (the “N&B Business”) in a Reverse Morris Trust transaction (the “Transaction”) through the distribution of Nutrition & Biosciences, Inc. (“N&B”), formed by DuPont as a wholly owned subsidiary to hold the N&B Business, followed by the merger of N&B (the “Merger”) with a wholly owned subsidiary of International Flavors & Fragrances Inc. (“IFF”). DuPont effected the distribution through an offer to exchange (the “Exchange Offer”) all shares of N&B common stock owned by DuPont for outstanding shares of DuPont common stock.
| Item 2.02 | Results of Operations and Financial Condition. |
On January 26, 2021, DuPont de Nemours, Inc. issued a press release announcing preliminary fourth quarter and preliminary full year 2020 results for DuPont, (the “Preliminary Results Release”). In connection with this announcement, DuPont filed a current report on Form 8-K dated January 26, 2021.
On February 1, 2021, DuPont issued the press release, attached as Exhibit 99.1 and incorporated herein by reference, referenced in the Introductory Note which among other things announces that effective February 1, 2021, DuPont will have three business reporting segments: Electronics & Industrial, Mobility & Materials, and Water & Protection. On February 1, 2021, DuPont also provided additional materials, attached as Exhibit 99.2 and incorporated herein by reference, providing pro forma segment preliminary 2020 net sales for the three new reporting segments.
The information contained in this report, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
| Item 8.01 | Other Events |
On February 1, 2021, DuPont also announced, among other things, the receipt of the special cash payment, subject to certain post-closing adjustments, in connection with the completion of the Transaction of approximately $7.3 billion. On February 1, 2021, DuPont terminated its fully drawn $3 billion Term Loan Facilities. The termination triggered the repayment of the aggregate outstanding principal amount of $3 billion, plus accrued and unpaid interest through and including January 31, 2021. DuPont funded the repayment with proceeds from the special cash payment.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated February 1, 2021 | |
| 99.2 | Additional materials dated February 1, 2021 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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.
| DUPONT DE NEMOURS, INC. | ||||||
| Registrant | ||||||
| Date: February 1, 2021 | By: | /s/ Michael G. Goss | ||||
| Name: | Michael G. Goss | |||||
| Title: | Vice President and Controller | |||||
Exhibit 99.1
NEWS RELEASE
DuPont Positioned as Premier Multi-industrial Company, Equipped for Growth and Value Creation, following Completion of IFF and Nutrition & Biosciences Merger
Updates Reporting Segments Optimized for Success; Concludes Review of Non-Core Segment
WILMINGTON, Del., Feb. 1, 2021 –DuPont (NYSE:DD) announced it is completing today the merger of IFF and Nutrition & Biosciences. In connection with the closing of the transaction with IFF, DuPont receives a special cash payment of about $7.3 billion, approximately $5 billion of which will be used to strengthen the balance sheet by retiring outstanding debt.
As a result of the merger completion, DuPont will move forward with a sharpened strategic focus and is making certain targeted adjustments to its reporting structure. Effective February 1, 2021, DuPont will have three business reporting segments: Electronics & Industrial, Mobility & Materials, and Water & Protection. Each will house market-leading businesses with deep expertise, differentiated products and technologies, and the capabilities necessary to win with customers, outperform their peers, and deliver shareholder value.
Ed Breen, DuPont Executive Chairman and Chief Executive Officer, stated, “We enter 2021 in a position of strength. DuPont today is a premier multi-industrial company, well equipped to drive organic growth and expand our businesses through select and targeted M&A. We have the right businesses, products and structure to meet the needs of our customers and capitalize on significant growth trends in our chosen end-markets. Our new structure combines businesses with common financial characteristics, enabling clear line of sight and more effective allocation of resources across the company. Each has a meaningful growth profile, with a management team that understands how to best execute on its priorities and deliver for shareholders.”
DuPont also announced it has concluded the strategic review of its Non-Core businesses. In connection with this move, the company announced it has entered into a definitive agreement with an international private equity consortium to sell the DuPont Clean Technologies business for $510 million. The transaction is expected to close in
the second quarter of 2021, subject to customary closing conditions and regulatory approvals. Additionally, DuPont has concluded that it is in the best position to drive value for Tedlar®, Microcircuit Materials and the DuPont Teijin Films JV and has realigned these businesses to Mobility & Materials. With the announced agreements relating to Biomaterials and Clean Technologies, effective February 1, 2021, DuPont will dissolve its Non-Core reporting segment.
Breen continued, “I salute our employees who have demonstrated their resolve through a long period of transition and ongoing challenges of the pandemic. Their emphasis on our Core Values, and support of our customers and each other, has helped build the strong foundation we stand on today, poised to grow as the global economy moves toward recovery.”
An overview of the updated reporting segments, including lines of businesses and portfolio adjustments, can be found here. The company will provide additional details on the segments during its 4Q 2020 earnings webcast with investors on February 9, 2021.
About DuPont
DuPont (NYSE: DD) is a global innovation leader with technology-based materials, ingredients and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, health and wellness, food and worker safety. More information about the company, its businesses and solutions can be found at www.dupont.com. Investors can access information included on the Investor Relations section of the website at investors.dupont.com.
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DuPont™, the DuPont Oval Logo, and all trademarks and service marks denoted with ™, SM or ® are owned by affiliates of DuPont de Nemours, Inc. unless otherwise noted.
2/1/20
For further information contact:
Investor Relations
Leland Weaver
302-668-9924
Media Relations
Dan Turner
302-299-7628
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About Nutrition & Biosciences
Nutrition & Biosciences applies expert science to advance market-driven, healthy and sustainable solutions for the food, beverage, dietary supplement and pharmaceutical industries. We also use cutting-edge biotechnology across a range of markets to advance bio-based solutions to meet the needs of a growing population, while protecting our environment for future generations. We are innovative solvers who help our customers turn challenges into high-value business opportunities.
Cautionary Notes on Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the transaction, the benefits and synergies of the transaction, future opportunities for the combined company and products, the benefits of the proposed organizational and operating model of the combined company and any other statements regarding DuPont’s, IFF’s and N&B’s future operations, financial or operating results, capital allocation, dividend policy, debt ratio, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, and other expectations and targets for future periods. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, (1) the parties’ ability to meet expectations regarding the accounting and tax treatments of the transaction, (2) changes in relevant tax and other laws, (3) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value of the transaction, (4) risks and costs related to the distribution of Corteva Inc. on June 1, 2019 (the “Corteva Distribution”) and the distribution of Dow Inc. on April 1, 2019 (the “Dow Distribution” and together with the Corteva Distribution the “Previous Distributions”) including indemnification of certain legacy liabilities of E. I. du Pont de Nemours and Company (“Historical EID”), a subsidiary of Corteva, in connection with the Corteva Distribution and potential liability arising from fraudulent conveyance and similar laws in connection with the Previous Distributions, (5) risks and costs related to the performance under and impact of the cost sharing arrangement by and between DuPont, Corteva, Inc. and The Chemours Company related to future eligible PFAS liabilities, (6) failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes, including meeting conditions under the Letter Agreement entered in connection with the Corteva Distribution, related to the transfer of certain levels of assets and businesses, (7) uncertainty as to the long-term value of DuPont common stock, (8) potential inability or reduced access to the capital markets or increased cost of borrowings, including as a result of a credit rating downgrade, (9) inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with the accounting principles generally accepted in the United States of America and related standards, or on an adjusted basis, (10) the integration of IFF and its Frutarom business and/or N&B being more difficult, time consuming or costly than expected, (11) the failure to achieve expected or targeted future financial and operating performance and results, (12) the possibility that IFF may be unable to achieve expected benefits, synergies and operating efficiencies in connection with the transaction within the expected time frames or at all or to successfully integrate Frutarom and N&B, (13) customer loss and business disruption being greater than expected following the transaction, (14) legislative, regulatory and economic developments; (15) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)), (16) potential litigation relating to the transaction that could be instituted against DuPont, IFF or their respective directors, (17) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the transaction, (18) negative effects of the consummation of the transaction on the market price of DuPont’s and/or IFF’s common stock, (19) risks relating to the value of the IFF shares to be issued in the transaction and uncertainty as to the long-term value of IFF’s common stock, (20) the impact of the failure to comply with U.S. or foreign anti-corruption and anti-bribery laws and regulations, (21) the ability of N&B or IFF to retain and hire key personnel, (26) the risk that N&B and IFF will incur significant indebtedness in connection with the transaction, and the degree to which IFF will be leveraged following completion of the transaction may materially and adversely affect its business, financial condition and results of operations, (23) that N&B may not achieve certain targeted cost and productivity improvements, which could adversely impact its results of operations and financial condition, and (24) other risks to DuPont’s, N&B’s and IFF’s business, operations and results of operations including from: failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including tariffs, trade disputes and retaliatory actions; impairment of goodwill or intangible assets; the availability of and fluctuations in the cost of energy and raw materials; business or supply disruption, including in connection with the Previous Distributions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns, disasters, public health issues, epidemics and pandemics, including COVID-19, or the fear of such events, and the
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inherent unpredictability, duration and severity of such events, which could result in a significant operational event for DuPont, N&B or IFF, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce DuPont’s, N&B’s or IFF’s intellectual property rights;, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the merger, are more fully discussed in the registration statement and proxy statement filed by IFF and the registration statement filed by N&B. While the list of factors presented here is, and the list of factors presented in registration statements filed by each of IFF and N&B in connection with the transaction, are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Further lists and descriptions of risks and uncertainties can be found in IFF’s annual report on Form 10-K for the year ended December 31, 2019, DuPont’s annual report on Form 10-K for the year ended December 31, 2019, and each of IFF’s and DuPont’s respective subsequent reports on Form 10-Q, Form 10-K and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this announcement. Any other risks associated with the transaction are more fully discussed in the registration statements filed with the SEC. While the list of factors presented here is, and the list of factors presented in the registration statements, as amended, filed by each of IFF or N&B are representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on IFF’s, DuPont’s or N&B’s consolidated financial condition, results of operations, credit rating or liquidity. None of IFF, DuPont nor N&B assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Additional Information About the Transaction and Where to Find It
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the transaction, N&B has filed a registration statement on Form S-4/S-1 containing a prospectus, dated December 31, 2020, IFF has filed a registration statement on Form S-4 containing a prospectus, dated December 31, 2020 (together, the “registration statements”), and DuPont has filed a Schedule TO with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, DUPONT’S SCHEDULE TO AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE FILINGS AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT N&B, IFF AND DUPONT AND THE TRANSACTION. The registration statements, DuPont’s Schedule TO and other documents relating to the transaction (when they become available) can also be obtained free of charge from the SEC’s website at www.sec.gov. These documents and each of the companies’ other filings with the SEC (when available) can also be obtained free of charge, with respect to DuPont and N&B, upon written request to Georgeson LLC, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104, or by telephone at 888-660-8331, or, with respect to IFF, upon written request to International Flavors & Fragrances Inc. investor relations at 521 West 57th Street, New York, New York 10019 or by calling (212) 708-7164.
In addition, for any questions about the exchange offer generally you may contact the information agent, Georgeson LLC, at 888-660-8331.
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Updated DuPont Business Reporting Segments Supplemental slides in conjunction with DuPont press release issued on February 1, 2021: “DuPont Positioned as a Premier Multi-industrial Company Equipped for Growth and Value Creation, following Completion of IFF and Nutrition & Biosciences Merger” February 1, 2021 Exhibit 99.2
Water & Protection Safety Solutions Shelter Solutions Water Solutions Updated business reporting segments Electronics & Imaging Image Solutions Interconnect Solutions Semiconductor Technologies FROM Transportation & Industrial Healthcare & Specialty Industrial & Consumer Mobility Solutions Safety & Construction Safety Solutions Shelter Solutions Water Solutions Non-Core* Electronics & Industrial Industrial Solutions Interconnect Solutions Semiconductor Technologies Mobility & Materials Advanced Solutions Engineering Polymers Performance Resins *Biomaterials, Clean Technologies and Solamet to be aligned to Corporate Businesses that are shifting to Mobility & Materials Microcircuit Materials DuPont Teijin Films JV Tedlar® materials Businesses that are shifting to Electronics & Industrial Kalrez® materials/ Vespel® parts and shapes MOLYKOTE® lubricants Liveo™ healthcare silicones TO February 1, 2021
Mobility & Materials Advanced Solutions Engineering Polymers Performance Resins ~$4B Water & Protection Safety Solutions Shelter Solutions Water Solutions ~$5B Electronics & Industrial Industrial Solutions Interconnect Solutions Semiconductor Technologies ~$4.7B *Represents preliminary pro forma 2020 net sales derived from the Company's preliminary results announced on January 26, 2021. Approximately $0.6B of preliminary 2020 net sales currently in Non-Core will be realigned to Corporate. Premier multi-industrial with market-leading businesses Pro forma net sales* | February 1, 2021
