Attached files
file | filename |
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EX-99.2 - EX-99.2 - DuPont de Nemours, Inc. | d11627dex992.htm |
EX-99.1 - EX-99.1 - DuPont de Nemours, Inc. | d11627dex991.htm |
EX-10.2 - EX-10.2 - DuPont de Nemours, Inc. | d11627dex102.htm |
EX-10.1 - EX-10.1 - DuPont de Nemours, Inc. | d11627dex101.htm |
EX-2.4 - EX-2.4 - DuPont de Nemours, Inc. | d11627dex24.htm |
8-K - 8-K - DuPont de Nemours, Inc. | d11627d8k.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Overview
On February 1, 2021, DuPont de Nemours, Inc. (DuPont) completed the previously announced separation of its Nutrition & Biosciences business (N&B Business) in a Reverse Morris Trust transaction through the distribution to its stockholders of Nutrition & Biosciences, Inc. (N&B), formed by DuPont as a wholly owned subsidiary to hold the N&B Business, followed by the merger of N&B with a wholly owned subsidiary of International Flavors & Fragrances (IFF), with N&B as the surviving corporation (the Merger). DuPont effected the distribution through an offer to exchange (the Exchange Offer) all shares of N&B common stock, par value $0.01 per share, (the N&B Common Stock) owned by DuPont for outstanding shares of DuPont common stock, par value $0.01 per share (the DuPont Common Stock). In the Exchange Offer, which was fully subscribed, DuPont accepted approximately 197.4 million shares of DuPont Common Stock in exchange for approximately 141.7 million shares of N&B Common Stock. In the Merger, each outstanding share of N&B Common Stock was converted into the right to receive one share of IFF common stock, par value $0.125 per share, and N&B survived the Merger as a wholly-owned subsidiary of IFF. In connection with and in accordance with the terms of the transaction, prior to the consummation of the Exchange Offer and the Merger, DuPont received a one-time cash payment of approximately $7.3 billion, (the Special Cash Payment). The Special Cash Payment is subject to potential post-closing adjustments for certain items.
Unaudited Pro Forma Financial Information
The following unaudited pro forma consolidated financial statements of DuPont were derived from its historical consolidated financial statements and are being presented to give effect to the Exchange Offer, and the Special Cash Payment (collectively, the Transactions) and the related use of proceeds. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2020 gives effect to the Transactions as if they had occurred on that date. The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2020 and for the year ended December 31, 2019 reflect pro forma results of DuPonts operations as if the Transactions had occurred on January 1, 2019. The unaudited pro forma consolidated statements of operations for the years ended December 31, 2018 and 2017 give effect to the pro forma discontinued operations presentation of the N&B Business in accordance with Financial Accounting Standards Board Accounting Standards Codification 205, Presentation of Financial Statements (ASC 205) for those historical periods.
The unaudited pro forma consolidated financial statements should be read in conjunction with: (i) the accompanying notes to the unaudited pro forma consolidated financial statements, (ii) DuPonts audited consolidated financial statements, the accompanying notes and Managements Discussion and Analysis of Financial Condition and Results of Operations included in DuPonts Annual Report on Form 10-K for the year ended December 31, 2019; and (iii) DuPonts unaudited consolidated financial statements, the accompanying notes and Managements Discussion and Analysis of Financial Condition and Results of Operations included in DuPonts Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020.
The unaudited pro forma consolidated financial statements, prepared in accordance with Article 11 of Securities and Exchange Commission (SEC) Regulation S-X, are for informational purposely only and are not intended to be a complete presentation of DuPonts operating results or financial position had the Transactions occurred as of and for the periods indicated, nor do they purport to project the results of operations or financial position for any future period or as of any future date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.
Beginning with DuPonts first quarterly report on Form 10-Q for the period ended March 31, 2021, the N&B Business will be reflected in DuPonts historical financial statements as discontinued operations, including for periods prior to the consummation of the Transactions. DuPonts historical shares outstanding and weighted-average shares outstanding for periods prior to the first quarter ending March 31, 2021 will not reflect a reduction in shares as a result of the Exchange Offer.
DuPont de Nemours, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2020
DuPont | Distribution of N&B |
DuPont Adjusted 1 |
Pro Forma Adjustments |
DuPont Pro Forma |
||||||||||||||||
(in millions) |
As Reported | Note 1 | (subtotal) | Note 2 | ||||||||||||||||
Assets | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents |
$ | 4,008 | $ | 6,206 | $ | 10,214 | $ | (3,846 | ) (a) | $ | 6,368 | |||||||||
Accounts and notes receivable net |
3,623 | (1,077 | ) | 2,546 | | 2,546 | ||||||||||||||
Inventories |
3,902 | (1,438 | ) | 2,464 | | 2,464 | ||||||||||||||
Other current assets |
238 | (52 | ) | 186 | | 186 | ||||||||||||||
Assets held for sale |
835 | | 835 | | 835 | |||||||||||||||
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|||||||||||
Total current assets |
12,606 | 3,639 | 16,245 | (3,846 | ) | 12,399 | ||||||||||||||
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Investments |
||||||||||||||||||||
Investment in nonconsolidated affiliates |
951 | (29 | ) | 922 | | 922 | ||||||||||||||
Other investments |
24 | (2 | ) | 22 | | 22 | ||||||||||||||
Noncurrent receivables |
147 | (9 | ) | 138 | | 138 | ||||||||||||||
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Total investments |
1,122 | (40 | ) | 1,082 | | 1,082 | ||||||||||||||
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Net property |
9,686 | (3,011 | ) | 6,675 | | 6,675 | ||||||||||||||
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Other assets |
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Goodwill |
29,690 | (11,218 | ) | 18,472 | | 18,472 | ||||||||||||||
Other intangible assets |
11,528 | (3,360 | ) | 8,168 | | 8,168 | ||||||||||||||
Restricted cash |
6,206 | (6,206 | ) | | | | ||||||||||||||
Deferred income tax assets |
237 | (29 | ) | 208 | | 208 | ||||||||||||||
Deferred charges and other assets |
1,066 | (300 | ) | 766 | 90 | (b) | 856 | |||||||||||||
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Total other assets |
48,727 | (21,113 | ) | 27,614 | 90 | 27,704 | ||||||||||||||
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Total Assets |
$ | 72,141 | $ | (20,525 | ) | $ | 51,616 | $ | (3,756 | ) | $ | 47,860 | ||||||||
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Liabilities and Equity | ||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Short-term borrowings and finance lease obligations |
$ | 2,394 | $ | (4 | ) | $ | 2,390 | $ | | $ | 2,390 | |||||||||
Accounts payable |
2,685 | (665 | ) | 2,020 | | 2,020 | ||||||||||||||
Income taxes payable |
414 | (39 | ) | 375 | | 375 | ||||||||||||||
Accrued and other current liabilities |
1,364 | (238 | ) | 1,126 | | 1,126 | ||||||||||||||
Liabilities related to assets held for sale |
127 | | 127 | | 127 | |||||||||||||||
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Total current liabilities |
6,984 | (946 | ) | 6,038 | | 6,038 | ||||||||||||||
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Long-term debt |
21,802 | (6,195 | ) | 15,607 | (5,000 | ) (a) | 10,607 | |||||||||||||
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Other noncurrent liabilities |
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Deferred income tax liabilities |
3,011 | (887 | ) | 2,124 | | 2,124 | ||||||||||||||
Pension and other post employment benefits |
1,193 | (199 | ) | 994 | | 994 | ||||||||||||||
Other noncurrent obligations |
1,033 | (237 | ) | 796 | | 796 | ||||||||||||||
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Total other noncurrent liabilities |
5,237 | (1,323 | ) | 3,914 | | 3,914 | ||||||||||||||
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Total liabilities |
$ | 34,023 | $ | (8,464 | ) | $ | 25,559 | $ | (5,000 | ) | $ | 20,559 | ||||||||
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Equity |
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Total DuPonts stockholders equity |
37,559 | (12,035 | ) | 25,524 | 1,244 | (a)(b) | 26,768 | |||||||||||||
Noncontrolling interests |
559 | (26 | ) | 533 | | 533 | ||||||||||||||
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Total equity |
38,118 | (12,061 | ) | 26,057 | 1,244 | 27,301 | ||||||||||||||
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Total Liabilities and Equity |
$ | 72,141 | $ | (20,525 | ) | $ | 51,616 | $ | (3,756 | ) | $ | 47,860 | ||||||||
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1. | Represents DuPonts current best estimate of its unaudited pro forma consolidated balance sheet, reflecting the discontinued operations of its N&B Business. Actual results could differ from these estimates. |
See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
2
DuPont de Nemours, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
for the Nine Months Ended September 30, 2020
DuPont | Distribution of N&B |
DuPont Adjusted 1 |
Pro Forma Adjustments |
DuPont Pro Forma |
||||||||||||||||
(in millions, except per share amounts) |
As Reported | Note 1 | (subtotal) | Note 2 | ||||||||||||||||
Net sales |
$ | 15,145 | $ | (4,557 | ) | $ | 10,588 | $ | | $ | 10,588 | |||||||||
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Cost of sales |
10,001 | (2,967 | ) | 7,034 | | 7,034 | ||||||||||||||
Research and development expenses |
644 | (178 | ) | 466 | | 466 | ||||||||||||||
Selling, general and administrative expenses |
1,698 | (399 | ) | 1,299 | | 1,299 | ||||||||||||||
Amortization of intangibles |
1,591 | (1,064 | ) | 527 | | 527 | ||||||||||||||
Restructuring and asset related charges net |
807 | (7 | ) | 800 | | 800 | ||||||||||||||
Goodwill impairment charges |
3,214 | | 3,214 | | 3,214 | |||||||||||||||
Integration and separation costs |
469 | (308 | ) | 161 | | 161 | ||||||||||||||
Equity in earnings of nonconsolidated affiliates |
172 | (2 | ) | 170 | | 170 | ||||||||||||||
Sundry income (expense) net |
627 | 4 | 631 | | 631 | |||||||||||||||
Interest expense |
573 | (56 | ) | 517 | (64 | ) (c) | 453 | |||||||||||||
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Loss from continuing operations before income taxes |
(3,053 | ) | 424 | (2,629 | ) | 64 | (2,565 | ) | ||||||||||||
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Provision for income taxes on continuing operations |
100 | 124 | 224 | 15 | (c) | 239 | ||||||||||||||
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Loss from continuing operations, net of tax |
(3,153 | ) | 300 | (2,853 | ) | 49 | (2,804 | ) | ||||||||||||
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Net income from continuing operations attributable to noncontrolling interests |
20 | | 20 | | 20 | |||||||||||||||
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Net loss from continuing operations attributable to DuPont common stockholders |
$ | (3,173 | ) | $ | 300 | $ | (2,873 | ) | $ | 49 | $ | (2,824 | ) | |||||||
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Earnings (loss) per common share from continuing operations: |
||||||||||||||||||||
Basic 2 |
$ | (4.31 | ) | $ | (5.25 | ) | ||||||||||||||
Diluted 2 |
$ | (4.31 | ) | $ | (5.25 | ) | ||||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||||||
Basic 2 |
735.8 | (197.4 | ) (d) | 538.4 | ||||||||||||||||
Diluted 2 |
735.8 | (197.4 | ) (d) | 538.4 |
1. | Represents DuPonts current best estimate of its retrospectively recast historical consolidated statement of operations for the nine months ended September 30, 2020 reflecting the discontinued operations of its N&B Business. Actual results could differ from these estimates. |
2. | Pro forma basic and diluted earnings per share from continuing operations is calculated by dividing pro forma net loss from continuing operations available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. |
See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
3
DuPont de Nemours, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 2019
DuPont | Distribution of N&B |
DuPont Adjusted 1 |
Pro Forma Adjustments |
DuPont Pro Forma |
||||||||||||||||
(in millions, except per share amounts) |
As Reported | Note 1 | (subtotal) | Note 2 | ||||||||||||||||
Net sales |
$ | 21,512 | $ | (6,076 | ) | $ | 15,436 | $ | | $ | 15,436 | |||||||||
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Cost of sales |
14,056 | (4,030 | ) | 10,026 | | 10,026 | ||||||||||||||
Research and development expenses |
955 | (266 | ) | 689 | | 689 | ||||||||||||||
Selling, general and administrative expenses |
2,663 | (606 | ) | 2,057 | | 2,057 | ||||||||||||||
Amortization of intangibles |
1,050 | (349 | ) | 701 | | 701 | ||||||||||||||
Restructuring and asset related charges - net |
314 | (162 | ) | 152 | | 152 | ||||||||||||||
Goodwill impairment charges |
1,175 | (933 | ) | 242 | | 242 | ||||||||||||||
Integration and separation costs |
1,342 | (85 | ) | 1,257 | | 1,257 | ||||||||||||||
Equity in earnings of nonconsolidated affiliates |
84 | 1 | 85 | | 85 | |||||||||||||||
Sundry income (expense) - net |
153 | (9 | ) | 144 | | 144 | ||||||||||||||
Interest expense |
668 | (1 | ) | 667 | (69 | )(c) | 598 | |||||||||||||
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Loss from continuing operations before income taxes |
(474 | ) | 348 | (126 | ) | 69 | (57 | ) | ||||||||||||
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Provision for (benefit from) income taxes on continuing operations |
140 | (142 | ) | (2 | ) | 16 | (c) | 14 | ||||||||||||
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Loss from continuing operations, net of tax |
(614 | ) | 490 | (124 | ) | 53 | (71 | ) | ||||||||||||
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Net income from continuing operations attributable to noncontrolling interests |
30 | (1 | ) | 29 | | 29 | ||||||||||||||
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Net loss from continuing operations attributable to DuPont common stockholders |
$ | (644 | ) | $ | 491 | $ | (153 | ) | $ | 53 | $ | (100 | ) | |||||||
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Earnings (loss) per common share from continuing operations: |
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Basic 2 |
$ | (0.86 | ) | $ | (0.18 | ) | ||||||||||||||
Diluted 2 |
$ | (0.86 | ) | $ | (0.18 | ) | ||||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||||||
Basic 2 |
746.3 | (197.4 | )(d) | 548.9 | ||||||||||||||||
Diluted 2 |
746.3 | (197.4 | )(d) | 548.9 |
1. | Represents DuPonts current best estimate of its retrospectively revised historical consolidated statement of operations for the year ended December 31, 2019 reflecting the discontinued operations of its N&B Business. Actual results could differ from these estimates. |
2. | Pro forma basic and diluted earnings per share from continuing operations is calculated by dividing pro forma net loss from continuing operations available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. Pro forma net loss from continuing operations available for DuPont common stockholders is reduced by $1 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DuPonts historical practice of paying dividend equivalents on unvested shares. |
See accompanying Notes to the Unaudited Pro Forma Consolidated Financial Statements.
4
DuPont
Unaudited Pro Forma Combined Statement of Operations
for the Year Ended December 31, 2018
DuPont | Distribution of N&B |
DuPont Pro Forma 1 |
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(in millions, except per share amounts) |
As Reported | Note 1 | ||||||||||
Net sales |
$ | 22,594 | $ | (6,216 | ) | $ | 16,378 | |||||
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Cost of sales |
15,302 | (4,179 | ) | 11,123 | ||||||||
Research and development expenses |
1,070 | (273 | ) | 797 | ||||||||
Selling, general and administrative expenses |
3,028 | (625 | ) | 2,403 | ||||||||
Amortization of intangibles |
1,044 | (311 | ) | 733 | ||||||||
Restructuring and asset related charges - net |
147 | (50 | ) | 97 | ||||||||
Integration and separation costs |
1,887 | (42 | ) | 1,845 | ||||||||
Equity in earnings of nonconsolidated affiliates |
447 | 1 | 448 | |||||||||
Sundry income (expense) - net |
92 | (1 | ) | 91 | ||||||||
Interest expense |
55 | (1 | ) | 54 | ||||||||
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Income from continuing operations before income taxes |
600 | (735 | ) | (135 | ) | |||||||
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Provision for (benefit from) income taxes on continuing operations |
195 | (145 | ) | 50 | ||||||||
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Income from continuing operations, net of tax |
405 | (590 | ) | (185 | ) | |||||||
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Net income from continuing operations attributable to noncontrolling interests |
39 | | 39 | |||||||||
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Net income from continuing operations available to DuPont common stockholders |
$ | 366 | $ | (590 | ) | $ | (224 | ) | ||||
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Earnings per common share from continuing operations: |
||||||||||||
Basic 2 |
$ | 0.46 | $ | (0.31 | ) | |||||||
Diluted 2 |
$ | 0.45 | $ | (0.31 | ) | |||||||
Weighted average common shares outstanding: |
||||||||||||
Basic 2 |
767.0 | 767.0 | ||||||||||
Diluted 2 |
771.8 | 767.0 |
1. | Represents DuPonts current best estimate of its retrospectively revised historical consolidated statement of operations for the year ended December 31, 2018 reflecting the discontinued operations of its N&B Business. Actual results could differ from these estimates. |
2. | Pro forma basic and diluted earnings per share is calculated by dividing pro forma net income available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. Pro forma net income available to DuPont common stockholders is reduced by $17 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DowDuPonts practice of paying dividend equivalents on unvested shares. |
See accompanying Notes to the Unaudited Pro Forma Financial Information.
5
DuPont
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 2017
DuPont | Distribution of N&B |
DuPont Pro Forma 1 |
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(in millions, except per share amounts) |
As Reported | Note 1 | ||||||||||
Net sales |
$ | 11,672 | $ | (2,580 | ) | $ | 9,092 | |||||
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Cost of sales |
9,558 | (2,231 | ) | 7,327 | ||||||||
Research and development expenses |
657 | (112 | ) | 545 | ||||||||
Selling, general and administrative expenses |
1,615 | (269 | ) | 1,346 | ||||||||
Amortization of intangibles |
505 | (104 | ) | 401 | ||||||||
Restructuring and asset related charges - net |
288 | (20 | ) | 268 | ||||||||
Integration and separation costs |
1,007 | (14 | ) | 993 | ||||||||
Equity in earnings of nonconsolidated affiliates |
367 | (8 | ) | 359 | ||||||||
Sundry income (expense) - net |
66 | (3 | ) | 63 | ||||||||
Interest expense |
| | | |||||||||
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(Loss) income from continuing operations before income taxes |
(1,525 | ) | 159 | (1,366 | ) | |||||||
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Provision for (benefit from) income taxes on continuing operations |
(1,758 | ) | 78 | (1,680 | ) | |||||||
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Income from continuing operations, net of tax |
233 | 81 | 314 | |||||||||
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Net income from continuing operations attributable to noncontrolling interests |
16 | (1 | ) | 15 | ||||||||
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Net income from continuing operations available to DuPont common stockholders |
$ | 217 | $ | 82 | $ | 299 | ||||||
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Earnings per common share from continuing operations: |
||||||||||||
Basic 2 |
$ | 0.39 | $ | 0.54 | ||||||||
Diluted 2 |
$ | 0.38 | $ | 0.54 | ||||||||
Weighted average common shares outstanding: |
||||||||||||
Basic 2 |
526.6 | 526.6 | ||||||||||
Diluted 2 |
532.7 | 532.7 |
1. | Represents DuPonts current best estimate of its retrospectively revised historical consolidated statement of operations for the year ended December 31, 2017 reflecting the discontinued operations of its N&B Business. Actual results could differ from these estimates. |
2. | Pro forma basic and diluted earnings per share is calculated by dividing pro forma net income available to DuPont common stockholders by pro forma weighted-average number of DuPont common shares outstanding. Pro forma net income available to DuPont common stockholders is reduced by $13 million of net income attributable to deferred stock awards, as these awards are considered participating securities due to DowDuPonts practice of paying dividend equivalents on unvested shares. |
See accompanying Notes to the Unaudited Pro Forma Financial Information.
6
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DISTRIBUTION OF N&B
The Distribution of N&B reflects DuPonts current best estimate of the operations, assets, liabilities, and equity of the N&B Business prepared in accordance with discontinued operations guidance set forth in ASC 205. These amounts are considered preliminary and as such, actual amounts could differ from these estimates. ASC 205 does not allow general corporate overhead expenses to be allocated to discontinued operations. As a result, these amounts differ from the results of the N&B Business on a management reporting and external reporting basis.
On September 16, 2020, N&B completed an offering of $6.25 billion aggregate principal amount of senior unsecured notes in six series (the N&B Notes Offering). The net proceeds from the N&B Notes Offering were being held in escrow upon receipt and as such were reflected in DuPonts historical consolidated balance sheet as Restricted cash at September 30, 2020. Immediately prior to the effective time of the Merger, the net proceeds of about $6.2 billion from the N&B Notes Offering were used to fund the Special Cash Payment and therefore were reclassified from Restricted cash to Cash and cash equivalents within the pro forma condensed consolidated balance sheet. N&B funded the remainder of the Special Cash Payment with proceeds from a loan under the senior unsecured term loan agreement which was drawn immediately prior to the Merger.
NOTE 2 PRO FORMA ADJUSTMENTS
The unaudited pro forma Condensed Consolidated Balance Sheet as of September 30, 2020 and the unaudited pro forma Consolidated Statements of Operations for the nine months ended September 30, 2020 and for the year ended December 31, 2019 reflect the following pro forma adjustments discussed below.
Unaudited Pro Forma Condensed Consolidated Balance Sheet:
(a) | Prior to the consummation of the Exchange Offer and the Merger, N&B made a Special Cash Payment to DuPont. The Special Cash Payment was approximately $7.3 billion, as adjusted by certain items provided under the Separation Agreement, including but not limited to, financing fees incurred or paid by DuPont prior to the Transactions. The Special Cash Payment was funded by N&B through a combination of net proceeds from the N&B Notes Offering as discussed in Note 1 and proceeds from the $1.25 billion N&B Term Loan Facility which were drawn by N&B immediately prior to the consummation of the Transactions. |
On May 1, 2020, the Company completed an underwritten public offering of senior unsecured notes in the aggregate principal amount of $2 billion due May 1, 2023 (the May 2020 Notes). The consummation of the Merger triggered the special mandatory redemption feature of the May 2020 Notes. Accordingly, DuPont intends to use proceeds from the Special Cash Payment to redeem the May 2020 Notes in full together with unpaid interest in May 2021.
In November 2018, the Company entered into a term loan agreement that establishes two term loan facilities in the aggregate principal amount of $3 billion, (the Term Loan Facilities) which were fully drawn as of May 2019. On February 1, 2021, DuPont terminated its Term Loan Facilities and using the proceeds from the Special Cash Payment, repaid the aggregate outstanding principal amount of $3 billion plus accrued and unpaid interest through and including January 31, 2021.
The following table summarizes pro forma adjustments to cash and reduction to long-term debt as of September 30, 2020.
Special Cash Payment |
$ | 7,306 | ||
Net adjustments per the Separation Agreement |
54 | |||
Less portion of the Special Cash Payment funded with proceeds from the N&B Notes Offering |
(6,206 | ) | ||
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|
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Remaining portion of Special Cash Payment due from N&B |
$ | 1,154 | ||
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|
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Less cash paid to redeem May 2020 Notes and the Term Loan Facilities |
(5,000 | ) | ||
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|
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Adjustment to cash |
$ | (3,846 | ) | |
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Use of the full proceeds from the Special Cash Payment is not reflected in the pro forma balance sheet because such uses, other than the redemption of the May 2020 Notes and the Term Loan Facilities, are subject to managements discretion and are not currently considered directly attributable to the Transactions.
(b) | In connection with the Transactions, DuPont, N&B and IFF entered into the Tax Matters Agreement, effective as of February 1, 2021 to allocate certain liabilities and other items. The unaudited pro forma consolidated balance sheet as of September 30, 2020 has been adjusted to reflect certain indemnification receivables arising under the terms of the Tax Matters Agreement. |
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The unaudited pro forma consolidated balance sheet as of September 30, 2020 does not reflect certain tax asset and liability balances that may differ from balances presented in the unaudited pro forma consolidated balance sheet above, pursuant to the implementation of the Tax Matters Agreement. Management anticipates additional impacts from the Tax Matters Agreement, however, the full financial impact cannot be determined at this time.
Unaudited Pro Forma Consolidated Statement of Operations:
(c) | Reflects removal of interest expense and the related impact on the provision for income taxes in the nine months ended September 30, 2020 related to the May 2020 Notes and the Term Loan Facilities and for the year ended December 31, 2019 related to the Term Loan Facilities. |
(d) | The unaudited pro forma condensed consolidated financial statements for the nine months ended September 30, 2020 and year ended December 31, 2019 reflect approximately 197.4 million shares of DuPont common stock tendered and accepted in the Exchange Offer in exchange for approximately 141.7 million shares of N&B common stock, reflecting an exchange ratio of 0.7180 shares of N&B common stock for each share of DuPont common stock accepted for exchange in the Exchange Offer. |
Number of shares of N&B common stock owned by DuPont prior to consummation of the Exchange Offer |
141,740,461 | |||
Exchange ratio |
0.7180 | |||
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Total shares of DuPont common stock accepted for exchange in the Exchange Offer |
197,410,113 | |||
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Accordingly, basic and diluted weighted-average common shares outstanding have been reduced by 197.4 million shares in the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2020 and year ended December 31, 2019.
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