DuPont de Nemours, Inc.("DuPont") and Qnity Electronics, Inc. ("Qnity") announced today Qnity's intention to offer, subject to market and customary conditions, (i) $1.5 billion aggregate principal amount of senior secured notes due 2032 (the "Secured Notes") and (ii) $1.0 billion aggregate principal amount of senior notes due 2033 (the "Unsecured Notes" and, together with the Secured Notes, the "Notes" and each, a "series of Notes"). Each series of Notes is being offered in connection with DuPont's previously announced plan to separate its electronics business through a pro rata distribution of Qnity common stock to stockholders of DuPont (the "Spin-Off"), as more fully described in Qnity's information statement filed as Exhibit 99.1 to its amended Registration Statement on Form 10 filed by Qnity with the Securities and Exchange Commission (the "SEC") on August 5, 2025.
Upon the consummation of the Spin-Off, the Unsecured Notes will be jointly and severally and unconditionally guaranteed on a senior unsecured basis and the Secured Notes will be jointly and severally and unconditionally guaranteed on a senior secured basis by each Qnity subsidiary that is a borrower, or guarantees indebtedness, under Qnity's planned senior secured credit facilities. Upon the consummation of the Spin-Off, the Secured Notes and related guarantees will be secured, subject to permitted liens and certain other exceptions, by first priority liens on substantially the same collateral that secures Qnity's obligations under its planned senior secured credit facilities. The Unsecured Notes and related guarantees will not be secured by any collateral.
The closing of this offering is not conditioned on the closing of the Spin-Off. The gross proceeds of the offering will be held in escrow and released in connection with the completion of the Spin-Off. Qnity intends to use the net proceeds from the offering, together with borrowings under its new senior secured credit facilities and cash on hand, to finance the payment of a cash distribution to DuPont plus the pre-funded interest deposit in connection with the issuance of notes (and any investment returns thereon).