Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Term Credit Agreement
On April 16, 2020 (the “Closing Date”), DuPont de Nemours, Inc., a Delaware corporation (the “Company” or “DuPont”), entered into a new unsecured 364-Day Term Credit Agreement (the “Term Credit Agreement”), with the lenders party thereto (collectively, the “Term Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Term Lenders.
Pursuant to the Term Credit Agreement, the Term Lenders provided delayed draw term loan commitments to the Company in an aggregate principal amount of $2.0 billion, which will be available from November 1, 2020 until March 1, 2021. The proceeds of the loans made under the Term Credit Agreement (the “Term Loans”) are expected to be used by the Company to repay or redeem the Company’s $0.5 billion in floating rate notes due November 2020 and $1.5 billion of fixed-rate notes due November 2020 (collectively, the “2020 Notes”) issued under that certain Indenture, dated as of November 28, 2018, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto, dated as of November 28, 2018, between the Company and the Trustee or to refinance any commercial paper or similar short term instruments issued or incurred by the Company for the purpose of repaying or redeeming the 2020 Notes. The Term Credit Agreement is scheduled to mature on the earlier of (a) the date that is 90 days following the first date on which the Company shall have publicly announced the termination or abandonment of the distribution or other transfer of all of the outstanding shares of the common stock of Nutrition & Biosciences Inc. (“N&Bco”) (which, directly or indirectly, through its Subsidiaries, will hold the nutrition and biosciences business of DuPont and its Subsidiaries as determined by, and subject to, the terms of the Separation Agreement), to DuPont stockholders by means of a pro rata distribution, an offer to exchange shares of common stock of N&Bco for outstanding shares of DuPont common stock, or a combination of both. and (b) the date that is 364 days following the Closing Date, and shall not be subject to scheduled amortization. The Term Credit Agreement is unsecured.
The Terms Loans will bear interest at a rate per annum equal to either, at the Company’s option, LIBOR plus a margin of 1.50% to 2.50% or a base rate plus a margin of 0.50% to 1.50%, depending on the rating of certain index debt of the Company. The Company will pay a ticking fee which shall accrue at a rate per annum equal to 0.30% on the daily average amount of the unused commitment of the Term Lenders during the period from the Closing Date to but excluding the date such commitment terminates.
The commitments under the Term Credit Agreement shall be terminated and/or the Term Loans shall be required to be repaid, as applicable, with (i) the proceeds of certain equity issuances or debt issuances, in each case subject to certain customary exceptions and (ii) the proceeds of N&Bco Distribution Payment (as defined in the Term Credit Agreement).
The Term Credit Agreement contains customary conditions, representations and warranties, affirmative and negative covenants (including, without limitation, limitations on liens, fundamental changes, sale lease transactions and ratio of total indebtedness to total capitalization) for facilities of this type, subject to customary exceptions and thresholds.
The foregoing description of the Term Credit Agreement is not complete and is qualified in its entirety by reference to the full and complete text of the Term Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.