WILMINGTON, Del., Dec. 18, 2014 /PRNewswire/ -- DuPont
announced today that the new public company created following
completion of the pending separation of its Performance Chemicals
segment will be named The Chemours Company ("Chemours"). In
addition, DuPont disclosed Chemours' executive leadership team and
announced the filing of the initial Form 10 registration statement
with the U.S. Securities and Exchange Commission ("SEC").
DuPont today also will file a Form 8-K/A with an update
related to the company's redesign initiative.
"Today's announcements continue our solid progress to complete
the separation of Performance Chemicals and create two strong,
publicly traded companies with distinct value creation strategies,"
said DuPont Chair and Chief Executive Officer Ellen Kullman.
"DuPont and Chemours will each be global leaders, well positioned
to pursue their respective objectives and strategies."
The Chemours Company
Following its separation from
DuPont, Chemours will be a new, publicly traded global leader in
titanium dioxide, fluoroproducts and chemical solutions. The name
reflects a focus on the science of chemistry and the heritage of
the du Pont family origins in Nemours, France.
As announced earlier this year, DuPont Executive Vice President
Mark P. Vergnano will become President and Chief Executive Officer
of Chemours. Mark E. Newman will
serve as senior vice president and chief financial officer. BC
Chong and Thierry F.J. Vanlancker will continue to lead the
Titanium Technologies and the Fluoroproducts businesses,
respectively.
Additional members of the new company's executive leadership
team were announced today: Christian W.
Siemer will lead the Chemical Solutions business;
E. Bryan Snell will lead
productivity and strategy; David C.
Shelton will serve as general counsel and corporate
secretary; Beth Albright will lead
human resources; and Erich S. Parker
will lead corporate communications.
Chemours will have approximately 9,100 employees, 37 production
facilities in 12 countries, and will serve over 5,000 customers
worldwide. Chemours intends to apply to list on the New York
Stock Exchange under Ticker Symbol "CC."
Form 10 Filing
Chemours' initial Form 10, filed today
with the SEC, includes business and market information as well as
historical "carve-out" financial statements of Chemours.
As is customary, the initial Form 10 filing will be updated to
provide additional information regarding capital structure, pro
forma unaudited results and other matters as they become
available.
Chemours is targeting a high yield debt rating of BB, with a
commensurate debt level. Chemours' capital structure will be
designed to leverage its historically strong cash flow generation
while maintaining financial flexibility and paying regular
dividends to its shareholders. For the third quarter 2015,
Chemours' capital structure at separation is expected to support a
quarterly dividend to shareholders such that the sum of DuPont's
and Chemours' aggregate third quarter dividend is equivalent to
DuPont's aggregate quarterly dividend immediately prior to
separation.
DuPont expects to work closely with the rating agencies as it
finalizes the expected post-spin capital structure at Chemours,
considering tax, capital returns and other factors, and will update
shareholders as information becomes available.
The separation of Chemours from DuPont remains on track to be
completed by mid-2015. The Form 10 and supplemental presentation
materials related to the Form 10 can be accessed by visiting
DuPont's investor website (Chemours Filings) at
www.investors.dupont.com.
Prior to separation, Chemours expects to pay a one-time dividend
to DuPont. "We will evaluate the best value creation path available
for the proceeds from the one-time dividend from Chemours to
DuPont, in line with our historical and consistent track record of
returning capital to shareholders," said DuPont Executive Vice
President and Chief Financial Officer Nicholas Fanandakis.
Update Regarding Redesign Initiative
In connection
with the redesign initiative, which remains on track, DuPont will
record a pre-tax charge to earnings of about $315 million in the fourth quarter 2014,
comprising approximately $160 million
of employee separation costs, $140
million of asset related charges and $15 million of contract termination costs.
The actions related to the fourth quarter charge are expected
to be substantially complete by mid-2016 and will result in future
cash payments of approximately $175 million, primarily related
to the payment of severance and related benefits.
Savings from the redesign initiative will include the
elimination of stranded costs associated with Chemours and savings
realized following the separation. As disclosed on June 26, 2014, the redesign initiative is
expected to contribute at least $1
billion in savings and DuPont will continue to identify
additional areas of productivity across the organization.
DuPont (NYSE: DD) has been bringing world-class science and
engineering to the global marketplace in the form of innovative
products, materials, and services since 1802. The company believes
that by collaborating with customers, governments, NGOs, and
thought leaders, we can help find solutions to such global
challenges as providing enough healthy food for people everywhere,
decreasing dependence on fossil fuels, and protecting life and the
environment. For additional information about DuPont and its
commitment to inclusive innovation, please visit
www.dupont.com.
Forward-Looking Statements: This news release
contains forward-looking statements which may be identified by
their use of words like "plans," "expects," "will," "believes,"
"intends," "estimates," "anticipates" or other words of similar
meaning. All statements that address expectations or
projections about the future, including statements about the
company's growth strategy, product development, regulatory
approval, market position, anticipated benefits of acquisitions,
timing of anticipated benefits from restructuring actions, outcome
of contingencies, such as litigation and environmental matters,
expenditures and financial results, are forward-looking
statements. Forward-looking statements are not guarantees of
future performance and are based on certain assumptions and
expectations of future events which may not be realized.
Forward-looking statements also involve risks and uncertainties,
many of which are beyond the company's control. Some of the
important factors that could cause the company's actual results to
differ materially from those projected in any such forward-looking
statements are: fluctuations in energy and raw material prices;
failure to develop and market new products and optimally manage
product life cycles; significant litigation and environmental
matters; failure to appropriately manage process safety and product
stewardship issues; changes in laws and regulations or political
conditions; global economic and capital markets conditions, such as
inflation, interest and currency exchange rates; business or supply
disruptions; security threats, such as acts of sabotage, terrorism
or war, weather events and natural disasters; ability to protect
and enforce the company's intellectual property rights; successful
integration of acquired businesses and separation of
underperforming or non-strategic assets or businesses and
successful completion of the proposed spinoff of the Performance
Chemicals segment including ability to fully realize the expected
benefits of the proposed spinoff. The company undertakes no
duty to update any forward-looking statements as a result of future
developments or new information.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
DuPont intends to file a proxy statement with the U.S.
Securities and Exchange Commission (the "SEC") with respect to the
2015 Annual Meeting. DUPONT STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING WHITE
PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
DuPont, its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies
from DuPont stockholders in connection with the matters to be
considered at DuPont's 2015 Annual Meeting. Information about
DuPont's directors and executive officers is available in DuPont's
proxy statement, dated March 14, 2014, for its 2014 Annual Meeting.
To the extent holdings of DuPont's securities by such directors or
executive officers have changed since the amounts printed in the
2014 proxy statement, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the
SEC. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with DuPont's 2015 Annual Meeting. Stockholders will be
able to obtain any proxy statement, any amendments or supplements
to the proxy statement and other documents filed by DuPont with the
SEC free of charge at the SEC's website at www.sec.gov. Copies also
will be available free of charge at DuPont's website at
www.dupont.com or by contacting DuPont Investor Relations at (302)
774-4994.
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SOURCE DuPont