DuPont and Qnity announce $2.5 billion bond offering ahead of spin-off

DuPont de Nemours, Inc. (NYSE: DD) and Qnity Electronics, Inc. announced that Qnity plans to offer $2.5 billion in notes to finance DuPont's spin-off of its electronics business.

The offering consists of $1.5 billion in senior secured notes due 2032 and $1.0 billion in senior notes due 2033. The notes will be issued in connection with DuPont's plan to distribute Qnity common stock to DuPont stockholders through a pro rata distribution.

The gross proceeds will be held in escrow and released upon completion of the spin-off, which is targeted for November 1, 2025. Qnity intends to use the net proceeds, along with borrowings under new senior secured credit facilities and cash on hand, to finance a cash distribution to DuPont.

The closing of the bond offering is not conditioned on the completion of the spin-off. If the spin-off is not completed by March 31, 2026, or within two business days of the proceeds being released from escrow, the notes will be subject to special mandatory redemption.

Upon completion of the spin-off, the secured notes will be guaranteed by Qnity subsidiaries that are borrowers under its planned senior secured credit facilities and will be secured by first priority liens on substantially the same collateral. The unsecured notes will be guaranteed but not secured by any collateral.

The notes will be offered to qualified institutional buyers in the United States under Rule 144A and outside the United States under Regulation S. The securities have not been registered under the Securities Act of 1933.

The spin-off does not require a shareholder vote and is subject to customary conditions including final board approval, receipt of tax opinion from counsel, completion of SEC registration requirements, regulatory approvals and satisfactory completion of financing.

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