10/01/2026 | Press release | Distributed by Public on 10/01/2026 05:45
FOR IMMEDIATE RELEASE
Corteva Announces Expiration and Final Results of Private Exchange Offers and Consent Solicitations for EIDP's 2.300% Senior Notes Due 2030, 5.125% Senior Notes Due 2032 and 4.800% Senior Notes Due 2033
INDIANAPOLIS - October 1, 2026 - Corteva, Inc. (NYSE: CTVA) announced today that Vylor Inc., a Delaware corporation and its wholly owned subsidiary ("Vylor"), has received the final results of its previously announced (i) private offers to exchange (with respect to each series, an "Exchange Offer" and together, the "Exchange Offers") any and all of the outstanding senior notes of the series listed in the table below issued by EIDP, Inc., a Delaware corporation and a wholly owned subsidiary of Corteva ("EIDP" and such notes, collectively, the "EIDP Notes"), to the extent held by eligible holders, for a corresponding series of notes to be newly issued by Vylor (collectively, the "Vylor Notes") and (ii) related consent solicitations (the "Consent Solicitations") made by Vylor on behalf of EIDP to adopt certain proposed amendments to the indentures governing the EIDP Notes. The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on September 30, 2026 (the "Expiration Date").
The table below sets forth, for each series of EIDP Notes, the principal amount validly tendered and not validly withdrawn as of the Expiration Date.
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EIDP Notes Validly Tendered and Not Validly Withdrawn by the Expiration Date |
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Title of |
CUSIP No. and ISIN of EIDP Notes |
Aggregate Principal Amount of EIDP Notes Outstanding |
Vylor Notes |
Principal Amount |
Percentage | |||||||||||
|
2.300% Senior Notes due 2030 |
263534CP2 US263534CP24 |
$ | 500,000,000 | 2.300% Senior Notes due 2030 | $ | 434,841,000 | 86.97 | % | ||||||||
|
5.125% Senior Notes due 2032 |
263534CS6 US263534CS62 |
$ | 500,000,000 | 5.125% Senior Notes due 2032 | $ | 476,214,000 | 95.24 | % | ||||||||
|
4.800% Senior Notes due 2033 |
263534CR8 US263534CR89 |
$ | 600,000,000 | 4.800% Senior Notes due 2033 | $ | 527,584,000 | 87.93 | % | ||||||||
The Exchange Offers and Consent Solicitations were made upon the terms and conditions set forth in an exchange offer memorandum and consent solicitation statement, dated August 6, 2026 (as amended or supplemented, the "Offering Memorandum"), copies of which were made available to holders of the EIDP Notes eligible to participate in the Exchange Offers and Consent Solicitations. Each Exchange Offer and Consent Solicitation is conditioned upon, among other things, the consummation of Corteva's planned separation into two independent, publicly traded companies, one comprising its current crop protection business and the other comprising its current seed business to be owned and conducted, directly or indirectly, by Vylor (the "Separation"). As of the Expiration Date, other than the consummation of the Separation, all conditions to the Exchange Offers and Consent Solicitations were satisfied. Therefore, settlement of the Exchange Offers and Consent Solicitations is expected to occur substantially simultaneously with the consummation of the Separation, which, as previously announced, is expected to be on or about October 1, 2026 (the "Settlement Date"), subject to satisfaction or waiver of the conditions thereto.
Subject to the terms and conditions set forth in the Offering Memorandum, each eligible holder of EIDP Notes will receive, for each $1,000 principal amount of the applicable series of EIDP Notes validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on August 19, 2026 (the "Early Tender Deadline") and accepted for exchange in the applicable Exchange Offer, (i) an equal principal amount of Vylor Notes of the corresponding series and (ii) a cash payment (with respect to each series, the "Cash Consideration" and, together with such amount of Vylor
Notes, the "Total Exchange Consideration"). The Cash Consideration is approximately $2.90 per $1,000 principal amount for the 2.300% Senior Notes due 2030, approximately $2.67 per $1,000 principal amount for the 5.125% Senior Notes due 2032 and approximately $2.86 per $1,000 principal amount for the 4.800% Senior Notes due 2033. The Vylor Notes will have the same interest payment dates, maturity date and interest rate as the EIDP Notes of the corresponding series. Interest on the applicable series of Vylor Notes issued in the related Exchange Offer will accrue from (and including) the date on which such Vylor Notes are issued in exchange for the corresponding series of EIDP Notes.
Eligible holders who validly tendered their EIDP Notes after the Early Tender Deadline but on or prior to the Expiration Date are eligible to receive $970 principal amount of the applicable series of Vylor Notes per $1,000 principal amount of the corresponding series of EIDP Notes validly tendered (the "Exchange Consideration") but no Cash Consideration.
In addition, all eligible holders whose EIDP Notes were validly tendered and accepted for exchange in the Exchange Offers and Consent Solicitations will receive a cash payment equal to the accrued and unpaid interest on their EIDP Notes accepted for exchange from the last interest payment date of the applicable EIDP Notes preceding the Settlement Date up to, but excluding, the Settlement Date.
The Exchange Offers and Consent Solicitations were made only to holders of EIDP Notes who satisfied the eligibility conditions described under "Disclaimer" below.