Nine tenths of the EIDP bondholders took the swap by the early deadline, and the tenth that did not will be left holding notes with the covenants voted off them

The vote is over and it was not close.

Vylor Inc., the subsidiary that will hold Corteva's seed business after the planned separation, said on Thursday that holders of $1,424,936,000 of EIDP notes tendered by 5 p.m. New York time on 19 August and did not withdraw. Three series were on offer, $1.6bn of them in total, so the take-up across the whole exchange runs to 89.06 percent. That percentage is arithmetic on the three rows the company printed. The company printed the rows and not the total.

By series: $431,634,000 of the $500m of 2.300 percent notes due 2030, or 86.33 percent; $468,434,000 of the $500m of 5.125 percent notes due 2032, or 93.69 percent; and $524,868,000 of the $600m of 4.800 percent notes due 2033, or 87.48 percent.

What the tenders carried with them

A tender in this exchange was never only a tender. Each one delivered a consent, and the consents are what the company was counting. Vylor said it has received, on behalf of EIDP, the majority of all EIDP notes voting as a single class that the base indenture amendments require, and a majority of each individual series for the amendments to the supplemental indentures. The condition that those consents arrive by the early deadline has been satisfied.

Those amendments, as described when the offers opened on 6 August, would eliminate substantially all of the restrictive covenants and events of default from the EIDP base indenture, other than events relating to payment and to bankruptcy, and would remove the obligation to offer to repurchase the notes on a change of control. They do not take effect on the vote. They become operative when the exchange settles.

The arithmetic leaves about $175,064,000 of EIDP notes untendered. Holders of those notes did not consent, and the covenants come off their notes anyway, because a majority of the class was enough.

The clock, and the price of missing it

The expiration date moved out by nearly four weeks, from 5 p.m. New York time on 3 September to 5 p.m. on 29 September. Everything else is unchanged, including the penalty for lateness. A holder who tendered by 19 August gets $1,000 of Vylor notes for each $1,000 of EIDP notes plus a small cash payment, about $2.90 per $1,000 on the 2030s, $2.67 on the 2032s and $2.86 on the 2033s. A holder who tenders now gets $970 of Vylor notes and no cash at all.

Tendered notes can no longer be withdrawn and delivered consents can no longer be revoked.

The condition under all of it

None of this happens unless the separation does. Corteva plans to split into two listed companies, one holding the crop protection business and one holding the seed business through Vylor, and the release puts that on or about 1 October, subject to conditions. The exchange offers are conditioned on it. If the separation does not complete, no Vylor notes are delivered, no cash is paid, and the amendments the holders have just approved never become operative.