IFF & DuPont Announce Pricing of $6.25 Billion Senior Notes Offering by Nutrition & Biosciences, Inc.
09 Septembre 2020 - 11:15PM
Business Wire
Regulatory News:
IFF (NYSE:IFF) (Euronext Paris:IFF) (TASE:IFF) and DuPont
(NYSE:DD) announced today that Nutrition & Biosciences, Inc.
(“N&B”) has priced an offering of $6.25 billion of senior
unsecured notes, comprised of the following tranches (collectively,
the “Notes”): $300.0 million aggregate principal amount of 0.697%
Senior Notes due 2022; $1.0 billion aggregate principal amount of
1.230% Senior Notes due 2025; $1.2 billion aggregate principal
amount of 1.832% Senior Notes due 2027; $1.5 billion aggregate
principal amount of 2.300% Senior Notes due 2030; $750.0 million
aggregate principal amount of 3.268% Senior Notes due 2040; and
$1.5 billion aggregate principal amount of 3.468% Senior Notes due
2050.
The Notes are to be issued in a private offering exempt from
registration in accordance with Rule 144A and Regulation S under
the Securities Act of 1933, as amended (the “Securities Act”). The
sale of the Notes is expected to be completed on or about September
16, 2020, subject to customary closing conditions.
Prior to the intended merger of DuPont Nutrition &
Biosciences business with IFF, N&B will make a special cash
payment of $7.3 billion to DuPont, which N&B plans to finance
with the net proceeds from the offering of the Notes, together with
borrowings under its existing Term Loan facilities. Following the
payment, N&B will separate from DuPont and merge with a
subsidiary of IFF with N&B surviving the merger as a wholly
owned subsidiary of IFF. Upon the consummation of the merger, IFF
will initially guarantee the Notes and, subsequently, has the
option to assume the N&B obligations.
The Notes are being offered only (1) to persons reasonably
believed to be qualified institutional buyers in reliance upon Rule
144A under the Securities Act and (2) outside the United States to
non-U.S. persons pursuant to Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent an effective registration statement or an applicable
exemption from registration requirements under the Securities Act
or any state securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor does it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
Welcome to IFF At IFF (NYSE:IFF) (Euronext Paris:IFF)
(TASE:IFF), we’re using Uncommon Sense to create what the world
needs. As a collective of unconventional thinkers and creators, we
put science and artistry to work to create unique and unexpected
scents, tastes, experiences and ingredients for the products our
world craves.
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.
About DuPont Nutrition & Biosciences DuPont 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.
Forward-Looking Statements This press release contains
statements that constitute “forward-looking statements” as that
term is defined in the United States Private Securities Litigation
Reform Act of 1995, including statements regarding closing of the
offering described above, use of the related proceeds and the
expected combination of N&B and IFF and other statements that
express the company’s opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results, in contrast with statements that reflect historical
facts. Examples include discussion of our strategies, financing
plans, growth opportunities and market growth. In some cases, you
can identify such forward-looking statements by terminology such as
“anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,”
“project,” “expect,” “may,” “will,” “would,” “could” or “should,”
the negative of these terms or similar expressions. Forward-looking
statements are based on management’s current beliefs and
assumptions and on information currently available to the company.
However, these forward-looking statements are not a guarantee of
our performance, and you should not place undue reliance on such
statements. Forward-looking statements are subject to many risks,
uncertainties and other variable circumstances, and other factors.
Such risks and uncertainties may cause the statements to be
inaccurate and readers are cautioned not to place undue reliance on
such statements. Many of these risks are outside of the company’s
control and could cause its actual results to differ materially
from those it thought would occur. The forward-looking statements
included in this document are made only as of the date hereof. The
company does not undertake, and specifically declines, any
obligation to update any such statements or to publicly announce
the results of any revisions to any such statements to reflect
future events or developments, except as required by law.
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IFF: Michael DeVeau
Michael.DeVeau@iff.com +1 212-708-7164
DuPont Investors: Leland
Weaver Leland.weaver@dupont.com +1 302-999-2477
DuPont Media: Dan Turner
Daniel.a.turner@dupont.com +1 302-299-7628