HomeMy WebLinkAboutNC0003573_Name Change_20150316 DuPont Fluoroproducts
22828 NC Highway 87 W
Fayetteville,NC 28306-7332
*PM
DuPont Fluoroproducts
CERTIFIED MAIL ARTICLE NUMBER 7007 0710 0005 1455 9904
RETURN RECEIPT REQUESTED
June 19, 2015
Mr. Tom Belnick RECEIVEDIDENR/
Supervisor,NPDES Complex Permitting Unit DWR
NCDENR—Division of Water Resources JUN 2 • 2.015
Water Quality Permitting Section ter Qualitya
1617 Mail Service Center Per Wattire Section
Raleigh,NC 27699-1617
SUBJECT: NPDES Wastewater Discharge Permit — Ownership Change Request
NPDES Permit No.NC0003573
Chemours Company—Fayetteville Works
Fayetteville, Bladen County,North Carolina
Dear Mr. Belnick:
Enclosed are an original and a copy of an NPDES Wastewater Discharge Permit Ownership
Change Request to change the legal owner of the Chemours Company—Fayetteville Works from
E. I. du Pont de Nemours and Company to The Chemours Company FC, LLC, with an effective
date of July 1, 2015.
On February 1,2015,the DuPont Company—Fayetteville Works facility became part of a wholly
owned subsidiary of E. I. du Pont de Nemours and Company. The subsidiary was registered with
the North Carolina Department of the Secretary of State as a limited liability company named
"The Chemours Company FC, LLC" and its parent company was E. I. du Pont de Nemours and
Company in Wilmington,Delaware. With the formation of the subsidiary,this facility became the
"Chemours Company — Fayetteville Works" and on March 12, 2015, a request was made to
NC Division of Water Resources to change the name of the facility to "Chemours Company —
Fayetteville Works"with regard to the subject NPDES Permit.
F.I.du Pont de Nemours and Company FL-4 Rev.3/2000
Ar
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Resources
Pat McCrory Donald R.van der Vaart
Governor WATER QUALITY PERMITTING SECTION Secretary
PERMIT NAME/OWNERSHIP CHANGE REQUEST
This form is for ownership changes or name changes of NPDES wastewater permits.
• "Permittee" references the existing permit holder
• "Applicant"references the entity applying for the ownership/name change.
I. NPDES Permit No.(for which the change is requested): N C 000 3 5 7 3
or
Certificate of Coverage#: N C G 5
II. Existing Permittee Information:
a. Permit issued to(company name): E. I. du Pont de Nemours & Company
b. Person legally responsible for permit: Ellis H McGaughy
First MI Last
RECEIVED/DENRIDWR Plant Manager
JUN 2 3 2015 Title
22828 NC Highway 87 W
Water Quality Permit Holder Mailing Address
Permitting Section Fayetteville NC 28306-7332
City State Zip
(910)678-1224 (910)678-1247
Phone Fax
c. Facility name: DuPont - Fayetteville Works
d. Facility's physical address: 22828 NC Highway 87 W
Address
Fayetteville NC 28306-7332
City State Zip
e. Facility contact person: Michael E. Johnson (910) 678-1155
First / MI / Last Phone
HI. Applicant Information:
a. Request for change is a result of: ® Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b. Permit issued to(company name): The Chemours Company FC, LLC
c. Person legally responsible for permit: Ellis H McGaughy
First MI Last
Plant Manager
Title
22828 NC Highway 87 W
Permit Holder Mailing Address
Fayetteville NC 28306-7332
City State Zip
(910)678-1224 ellis.h.mcgaughy@chemours.com
Phone E-mail Address
Page 1 of 2 Revised 7/01/2014
d. Facility name: Chemours Company-Fayetteville Works
e. Facility's physical address: 22828 NC Highway 87 W
Address
Fayetteville NC 28306-7332
City State Zip
f. Facility contact person: Michael E Johnson
First MI Last
Environmental Manager
Title
(910)678-1155 michael.e Johnson@chemours.corn
Phone E-mail Address
IV. Will the permitted facility continue to conduct the same commercial/industrial activities conducted prior to
this ownership or name change?
® Yes
El No(please explain)
If applicable,the applicant shall submit a major permit modification request to DWR.A major modification shall be
defined as one that increases the volume,increases the pollutant load,results in a significant relocation of the
discharge point,or results in a change in the characteristics of the waste generated.
V. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE
INCOMPLETE OR MISSING:
1. This completed application is required for both name change and/or ownership change requests.
2. Legal documentation of the transfer of ownership(such as relevant pages of a contract deed,or a bill of sale)is
required for an ownership change request. Articles of incorporation are not sufficient for an ownership change.
Applicable regulations:40 CFR 122.41,40 CFR 122.61 and 15A NCAC 02H.0114
The certifications below must be completed and signed by both the permit holder prior to the change(Permittee),and the
new applicant in the case of an ownership change request. For a name change request,the signed Applicant's Certification
is sufficient.
PERMITTEE CERTIFICATION(Permit holder prior to ownership change):
I,Ellis H.McGaughv,attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowled -. I understand that if all required parts of this application are not completed and that
if all required supporting informati,� is not incl ed,this application package will be returned as incomplete.
4 119.-Ae g.
714l ,
June 19, 2015
Signa re $ Date
APPLICANT CERTIFICATION
I,Ellis H.McGaughv,attest that this a.ilication for a name/ownership change has been reviewed and is accurate and
comp ,to to the best of my knowledge. understan, that if all required parts of this application are not completed and that
if. J quired suppo r' g info I ation p..it include this application package will be returned as incomplete.
r. - �� • IAeL_ v /. June 19, 2015
Signa 9 Date
********** *************
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Resources
Water Quality Permitting Section
1617 Mail Service Center
Raleigh,North Carolina 27699-1617
NPDES PERMIT NAME/OWNERSHIP CHANGE REQUEST
Page 2 of 2 Revised 7/01/2014
Mr. Tom Belnick Page 2 of 2
NCDENR—Division of Water Resources
June 19, 2015
On July 1, 2015, The Chemours Company FC, LLC ("Chemours") will legally separate from
E. I. du Pont de Nemours and Company ("DuPont") to became an independent, publicly-traded
company. After the separation, Chemours will be an independent company from DuPont, and
DuPont will not retain any ownership interest in Chemours. Therefore, the legal owner of this
facility will become The Chemours Company FC, LLC on that date.
The current responsible official of this facility is the Plant Manager, Ellis H. McGaughy. No
personnel changes are occurring as a result of Chemours separation from DuPont. After the two
companies separate,the responsible official of this facility will continue to be the Plant Manager,
Ellis H. McOaughy. As such, Mr. McGaughy has signed for both the "Permittee Certification"
and the"Applicant Certification"in Section V of the enclosed Ownership Change Request.
Enclosed is the new North Carolina Special Warranty Deed showing the transfer of this facility's
property from E. I. du Pont de Nemours and Company to The Chemours Company FC, LLC.
On December 18,2014,Chemours'initial Form 10 registration statement was filed with the United
States Securities and Exchange Commission ("SEC"). Enclosed also is an excerpt from the
Amendment 2 to Form 10, which includes the Separation Agreement between DuPont and
Chemours and a list of the production facilities being separated that includes the subject Chemours
Company—Fayetteville Works facility. The Amendment 2 to Form 10 filing can be found in its
entirety at the following internet address: http://investors.dupont.com/files/Chemours/Chemours-
Form-l 0-Amend-2-as-filed-042115.pdf
If you should need additional information,please contact me at(910) 678-1155.
Sincerely, olow
•
Michael E. Johnson, PE
Environmental Manager
Enclosures
As filed with the U.S.Securities and Exchange Commission on April 21,2015
File No.001-36794
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C.20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)OF
THE SECURITIES EXCHANGE ACT OF 1934
The Chemours Company, LLC
(Exact name of registrant as specifledln its charter)
Delaware 46-5484808
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
1007 Market Street,Wilmington,Delaware 19898
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,including area code:(302)774-1000
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock,par value$0.01 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g)of the Act:None
Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-
accelerated filer or a smaller reporting company.See the definitions of"large accelerated filer,""accelerated
filer"and"smaller reporting company"in Rule 12b-2 of the Exchange Act.(Check one):
Large accelerated filer 0 Accelerated filer ❑
Non-accelerated filer ❑X (Do not check if a smaller reporting company) Smaller reporting company ❑
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934,the registrant has duly
caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized.
The Chemours Company,LLC
By: /s/Nigel Pond
Name:Nigel Pond
Tide: Vice President
Date:April 21,2015
EXHIBIT INDEX
Exhibit
Number Exhibit Description
2.1 Form of Separation Agreement by and between E.I.du Pont de Nemours and Company and The
Chemours Company.
3.1 Form of Certificate of Incorporation of The Chemours Company. *
3.2 Form of By-Laws of The Chemours Company.*
10.1 Form of Transition Services Agreement by and between E.I.du Pont de Nemours and Company and
The Chemours Company.
10.2 Form of Tax Matters Agreement by and between E.I.du Pont de Nemours and Company and The
Chemours Company.
10.3 Form of Employee Matters Agreement by and between E.I.du Pont de Nemours and Company and
The Chemours Company.
10.4 Amended and Restated Intellectual Property Cross-License Agreement by and among E.I.du Pont de
Nemours and Company,The Chemours Company FC,LLC and The Chemours Company TT,LLC.
10.5 Offer of Employment Letter between Mark E.Newman and E.I.du Pont de Nemours and Company,
dated October 14,2014.
10.6 Offer of Employment Letter between Elizabeth Albright and E.I.du Pont de Nemours and
Company,dated September 25,2014.
21.1 Subsidiaries of The Chemours Company.*
99.1 Information Statement of The Chemours Company,preliminary and subject to completion,dated
April 21,2015.
* To be filed by amendment.
•
• 4
• 1,
hank 21
SEPARATION AGREEMENT
by and between
E.I.DU PONT DE NEMOURS AND COMPANY
and
THE CHEMOURS COMPANY
Dated as of Pi],2015
1
•i
•
SEPARATION AGREEMENT
This SEPARATION AGREEMENT(this"Agreement"),dated as of[•],2015,is entered into by and between E.I.du Pont de
Nemours and Company("DuPont"),a Delaware corporation,and The Chemours Company("Chemours"),a Delaware corporation
and a wholly owned subsidiary of DuPont."Party"or'Parties"means DuPont or Chemours,individually or collectively,as the case
may be.Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
WITNESSETH:
WHEREAS,DuPont,acting through its direct and indirect Subsidiaries,currently conducts the DuPont Retained Business and
the Chemours Business;
WHEREAS,the Board of Directors of DuPont(the`Board")has determined that it is appropriate,desirable and in the best
interests of DuPont and its stockholders to separate DuPont into two separate,publicly traded companies,one for each of(i)the
DuPont Retained Business,which shall be owned and conducted,directly or indirectly,by DuPont and its Subsidiaries and(ii)the
Chemours Business,which shall be owned and conducted,directly or indirectly,by Chemours and its Subsidiaries;
WHEREAS,in order to effect such separation,the Board has determined that it is appropriate,desirable and in the best interests
of DuPont and its stockholders for DuPont to undertake the Internal Reorganization and,in connection therewith,effect the
Contribution to Chemours which,in exchange therefor,Chemours shall(i)issue to DuPont shares of Chemours Common Stock and
certain Indebtedness incurred by Chemours in connection with the Chemours Financing Arrangements that qualifies as"securities"
for the purposes of Section 361 of the Code,(the"Debt-for-Debt Indebtedness")and(ii)agree to pay DuPont the Chemours
Financing Cash Distribution(as defined herein);
WHEREAS,following the Contribution,DuPont shall transfer the Debt-for-Debt Indebtedness to certain Persons(the"Debt-for-
Debt Exchange Parties")in exchange for certain debt obligations of DuPont held by the Debt-for-Debt Exchange Parties as principals
for their own account(the"Debt-for-Debt Exchange");
WHEREAS,following the Debt-for-Debt Exchange,the Debt-for-Debt Exchange Parties shall sell the Debt-for-Debt
Indebtedness and Chemours shall sell the applicable Indebtedness incurred in the Chemours Financing Arrangements(other than the
Debt-for-Debt Indebtedness);
WHEREAS,following the completion of the Internal Reorganization,the Debt-for-Debt Exchange,and the Chemours Financing
Cash Distribution,DuPont shall cause the Distribution Agent to issue pro rata to the Record Holders pursuant to the Distribution
Ratio,all of the issued and outstanding shares of Chemours Common Stock(such issuance,the"Distribution")on the terms and
conditions set forth in this Agreement;
WHEREAS,(i)the Board has(x)determined that the Distributi'n and the other transactions contemplated by this Agreement
and the Ancillary Agreements(as defined below)have a valid busin- . purpose,are in furtherance of and consistent with its business
strategy and are in the best interests of DuPont and its stockholders an, (y)approved this Agreement and each of the Ancillary
Agreements and(ii)the board of directors of Chemours has approved is Agreement and each of the Ancillary Agreements(to the
extent Chemours is a party thereto);
WHEREAS,it is appropriate and desirable to set forth the princi•:1 corporate transactions required to effect the Distribution and
certain other agreements relating to the relationship of DuPont and Che s ours and their respective Subsidiaries following the
Distribution;
WHEREAS,DuPont has received a private letter ruling from the .S.Internal Revenue Service substantially to the effect that,
among other things,the Contribution and the Distribution,taken togethe ,will,based upon and subject to the assumptions,
representations and qualifications set forth therein,qualify as a transacti l n that is tax-free for U.S.federal income tax purposes under
Section 355 and Section 368(a)(1)(D)of the Internal Revenue Code of 1 '86,as amended(the"Code");
WHEREAS,it is the intention of the Parties that the Contribution • d the Distribution,taken together,will qualify as a
transaction that is tax-free for U.S.federal income tax purposes under Se tion 355 and Section 368(a)(1)(D)of the Code;and
WHEREAS,this Agreement is intended to be a"plan of reorganiza •n"within the meaning of Treas.Reg.Section 1.368-2(g).
NOW,THEREFORE,in consideration of the foregoing and the mu . agreements,provisions and covenants contained in this
Agreement,the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTE' 'RETATION
Section 1.1 General.As used in this Agreement,the following to s shall have the following meanings:
(1)"Action"shall mean any demand,action,claim,suit,counters it,arbitration,inquiry,subpoena,case,litigation,
proceeding or investigation(whether civil,criminal,administrative or investi:ative)by or before any court or grand jury,any
Governmental Entity or any arbitration or mediation tribunal.
(2)"Affiliate"shall mean,when used with respect to a specified P. on and at a point in,or with respect to a period of,
time,a Person that directly or indirectly,through one or more intermediaries, ontrols,is controlled by,or is under common control
with,such specified Person at such point in or during such period of time.For e purposes of this definition,`control",when used
with respect to any specified Person shall mean the possession,directly or in, - tly,of the power to direct or cause the direction of
the management and policies of such Person,whether through the ownership • voting securities or other interests,by Contract or
2
any such action.In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the
definitions set forth in Section 1.1,for the purpose of determining what is and is not included in such definitions,any item explicitly
included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.
ARTICLE II
THE SEPARATION
Section 2.1 General.Subject to the terms and conditions of this Agreement,the Parties shall use,and shall cause their
respective Affiliates to use,their respective commercially reasonable efforts to consummate the transactions contemplated hereby,a
portion of which may have already been implemented prior to the date hereof,including the completion of the Internal
Reorganization.
Section 2.2 Restructuring:Transfer of Assets:Assumption of Liabilities.
(a)Internal Reorganization.Prior to the Effective Time,except for the Transfers set forth on Schedule 2.2(a),the
Parties shall complete the Internal Reorganization.
(b)Transfer of Assets.At or prior to the Distribution(it being understood that some of such Transfers may occur
following the Effective Time in accordance with Section 2.2(a)and Section 2.6),pursuant to the Conveyancing and Assumption
Instruments and in connection with the Contribution:
(i)DuPont shall,and shall cause the applicable Asset Transferors to,transfer,contribute,distribute,
assign and/or convey or cause to be transferred,contributed,distributed,assigned and/or conveyed
("Transfer")to(A)the respective DuPont Asset Transferees,all of the applicable Asset Transferors'right,title
and interest in and to the DuPont Retained Assets and(B)Chemours and/or the respective Chemours Asset
Transferees,all of its and the applicable Asset Transferors'right,title and interest in and to the Chemours
Assets,and the applicable DuPont Asset Transferees and Chemours Asset Transferees shall accept from
DuPont and the applicable members of the DuPont Group,all of DuPont's and the other members' of the
DuPont Group's respective direct or indirect rights,title and interest in and to the applicable Assets,including
all of the outstanding shares of capital stock or other ownership interests.
(ii)Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this
Section 2.2(b)(including any transfer effected pursuant to Section 2.6)shall be paid by the Parties as set forth
on Schedule 10.5(a).Other than costs and expenses incurred in accordance with the foregoing,nothing in this
Section 2.2(b)shall require any member of any Group to incur any material obligation or grant any material
concession for the benefit of any member of any other Group in order to effect any transaction contemplated
by this Section 2.2(b).
28
•
IN WITNESS WHEREOF,the Parties have caused this Agree nt to be duly executed as of the day and year first above
written.
E.I.DU PONT DE NEMOURS AND COMPANY
By: /s/
Nance:
Title:
THE CHEMOURS COMPANY
By: /s/
Name:
Title:
85
harmed if our trade secrets are not maintained in confidence.In our Titanium Technologies intellectual property
portfolio,we consider our trademark Ti-Pure®to be a valuable asset and have registered this trademark in a
number of countries.
Our Fluoroproducts segment is the technology leader in the markets in which it participates.We have one of the
largest patent portfolios in the fluorine derivatives industry.In our Fluoroproducts intellectual property portfolio,
we consider our Suva®,ISCEON®,Freon®,Opteon®,Teflon®,Tefzel®,Viton®,Krytox®,Formacel®,Dymel®,
FM 200®,Nation®and Capstone®,trademarks to be valuable assets.
Our Chemical Solutions segment is a manufacturing and application development technology leader in a majority
of the markets in which it participates.In our Chemical Solutions intellectual property portfolio,we consider our
Virkon®and Ozone®trademarks to be valuable assets.Trade secrets are one of the key elements of our
intellectual property security in Chemical Solutions as most of the segment's manufacturing and application
development technologies are no longer under patent coverage.
Please also see the section entitled"Our Relationship with DuPont Following the Distribution"for a description
of the material terms of the intellectual property license arrangements that we intend to enter into with DuPont
prior to the consummation of the separation and distribution.
Chemours Production Facilities and Technical Centers
Our corporate headquarters are in[•],[•],and we will maintain a global network of production facilities and
technical centers located in cost-effective and strategic locations.We will also use contract manufacturing and
joint venture partners in order to provide regional access or to lower manufacturing costs as appropriate.The
following chart lists our production facilities:
Production Facilities
Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations
North America • Edge Moor,DE • El Dorado,AR(') • Red Lion,DE0) • Pascagoula,MS
• DeLisle,MS • Elkton,MD0) • Wurtland,KY (Chemical
Solutions and
• New Johnsonville, • Louisville,KY • Burnside,LA Fluoroproducts)(3'
TN • Fayetteville,NC • Morses Mill,NJ(I)
Belle,WV
• Starke,FL
• Deepwater,NJ • Niagara,NY (Chemical
(Mine) • Corpus Christi, • Fort Hill,OH Solutions and
TX • N.Kingstown,RI(" Fluoroproducts)(3)
• LaPorte,TX(2) • Memphis,TN
• Washington,WV . Beaumont,TX
• Maitland,Canada • Borderland,TX(')
• James River,VA
EMEA • Mechelen, • Sudbury,UK
Belgium
• Villers St.Paul,
France(')
• Dordrecht,
Netherlands
• Malmo,Sweden
Latin America • Altamira,Mexico • Barra Mansa,
Brazil'2'
99
. f . •
Production Facilities
Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations
Asia Pacific • Kuan Yin, • Changshu,China
Taiwan • Chiba,Japan
(Joint Venture)
• Shimizu,Japan
(Joint Venture)
(') Leased from third party.
(2) Leased from DuPont.
(3' Shared facility between the Chemical Solutions and Fluoroproducts segments.
We have technical centers and R&D facilities located at number of our production facilities.We also maintain
standalone technical centers to serve our customers and provide technical support.The following chart lists our
standalone technical centers:
Technical Centers
Region Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations
North America • Akron,OH(2) • Wilmington,DE(All
Segments)(2)'cat
EMEA • Moscow,Russia(' • Mantes,France(')
• Meyrin,Switzerland(2)
Latin America • Paulinia,Brazil(2)
• Mexico City,
Mexico("
Asia Pacific • Utsonomyia,Japan(2) • Shanghai,China(2)
(All Segments)
(') Leased from third party.
(2) Leased from DuPont.
(3) There are two facilities in this location.
Chemours' plants and equipment are maintained and in good operating condition.Chemours believes it has
sufficient production capacity for its primary products to meet demand in 2015.Properties are primarily owned
by Chemours;however,certain properties are leased.No title examination of the properties has been made for
the purpose of this report and certain properties are shared with other tenants under long-term leases.
Chemours recognizes that the security and safety of its operations are critical to its employees,community,and
to the future of Chemours.Physical security measures have been combined with process safety measures
(including the use of inherently safer technology),administrative procedures and emergency response
preparedness into an integrated security plan.Prior to the separation,DuPont conducted vulnerability
assessments at operating facilities in the U.S.and high priority sites worldwide and identified and implemented
appropriate measures to protect these facilities from physical and cyber-attacks.Chemours intends to conduct
similar vulnerability assessments periodically post-separation.Chemours is partnering with carriers,including
railroad,shipping and trucking companies,to secure chemicals in transit.
Chemours Employees
We have approximately 9,000 employees,approximately 32 percent of whom are represented by unions.
Management believes its relations with its employees to be good.
100
As filed with the U.S.Securities and Exchange Commission on April 21,2015
File No.001-36794
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C.20549
AMENDMENT NO. 2
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
The Chemours Company, LLC
(Exact name of registrant as specifie its charter)
Delaware 46-5484808
(State or other jurisdiction of (I.ILS.Employer
incorporation or organization) Identification No.)
1007 Market Street,Wilmington,Delaware 19898
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,including area code:(302)774-1000
Securities to be registered pursuant to Section 12(b)of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock,par value$0.01 per share New York Stock Exchange
Securities to be registered pursuant to Section 12(g)of the Act:None
Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-
accelerated filer or a smaller reporting company.See the definitions of"large accelerated filer,""accelerated
filer"and"smaller reporting company"in Rule 12b-2 of the Exchange Act.(Check one):
Large accelerated filer ❑ Accelerated filer ❑
Non-accelerated filer 0 (Do not check if a smaller reporting company) Smaller reporting company ❑
r �
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934,the registrant has duly
caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized.
The Chemours Company,LLC
By: /s/Nigel Pond
Name:Nigel Pond
Title: Vice President
Date:April 21,2015
EXHIBIT INDEX
Exhibit
Number Exhibit Description
2.1 Form of Separation Agreement by and between E.I.du Pont de Nemours and Company and The
Chemours Company.
3.1 Form of Certificate of Incorporation of The Chemours Company. *
3.2 Form of By-Laws of The Chemours Company. *
10.1 Form of Transition Services Agreement by and between E.I.du Pont de Nemours and Company and
The Chemours Company.
10.2 Form of Tax Matters Agreement by and between E.I.du Pont de Nemours and Company and The
Chemours Company.
10.3 Form of Employee Matters Agreement by and between E.I.du Pont de Nemours and Company and
The Chemours Company.
10.4 Amended and Restated Intellectual Property Cross-License Agreement by and among E.I.du Pont dc
Nemours and Company,The Chemours Company FC,LLC and The Chemours Company TT,LLC.
10.5 Offer of Employment Letter between Mark E.Newman and E.I.du Pont de Nemours and Company,
dated October 14,2014.
10.6 Offer of Employment Letter between Elizabeth Albright and E.I.du Pont de Nemours and
Company,dated September 25,2014.
21.1 Subsidiaries of The Chemours Company.*
99.1 Information Statement of The Chemours Company,preliminary and subject to completion,dated
April 21,2015.
* To be filed by amendment.
Exhibit 2.1
SEPARATION AGREEMENT
by and between
E.I.DU PONT DE NEMOURS AND COMPANY
and
THE CHEMOURS COMPANY
Dated as of[•],2015
SEPARATION AGREEMENT
This SEPARATION AGREEMENT(this"Agreement"),dated as of[•],2015,is entered into by and between E.I.du Pont de
Nemours and Company("DuPont"),a Delaware corporation,and The Chemours Company("Chemours"),a Delaware corporation
and a wholly owned subsidiary of DuPont."Party"or`Parties"means DuPont or Chemours,individually or collectively,as the case
may be.Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
WITNESSETH:
WHEREAS,DuPont,acting through its direct and indirect Subsidiaries,currently conducts the DuPont Retained Business and
the Chemours Business;
WHEREAS,the Board of Directors of DuPont(the`Board")has determined that it is appropriate,desirable and in the best
interests of DuPont and its stockholders to separate DuPont into two separate,publicly traded companies,one for each of(i)the
DuPont Retained Business,which shall be owned and conducted,directly or indirectly,by DuPont and its Subsidiaries and(ii)the
Chemours Business,which shall be owned and conducted,directly or indirectly,by Chemours and its Subsidiaries;
WHEREAS,in order to effect such separation,the Board has determined that it is appropriate,desirable and in the best interests
of DuPont and its stockholders for DuPont to undertake the Internal Reorganization and,in connection therewith,effect the
Contribution to Chemours which,in exchange therefor,Chemours shall(i)issue to DuPont shares of Chemours Common Stock and
certain Indebtedness incurred by Chemours in connection with the Chemours Financing Arrangements that qualifies as"securities"
for the purposes of Section 361 of the Code,(the"Debt-for-Debt Indebtedness")and(ii)agree to pay DuPont the Chemours
Financing Cash Distribution(as defined herein);
WHEREAS,following the Contribution,DuPont shall transfer the Debt-for-Debt Indebtedness to certain Persons(the"Debt-for-
Debt Exchange Parties")in exchange for certain debt obligations of DuPont held by the Debt-for-Debt Exchange Parties as principals
for their own account(the"Debt-for-Debt Exchange");
WHEREAS,following the Debt-for-Debt Exchange,the Debt-for-Debt Exchange Parties shall sell the Debt-for-Debt
Indebtedness and Chemours shall sell the applicable Indebtedness incurred in the Chemours Financing Arrangements(other than the
Debt-for-Debt Indebtedness);
WHEREAS,following the completion of the Internal Reorganization,the Debt-for-Debt Exchange,and the Chemours Financing
Cash Distribution,DuPont shall cause the Distribution Agent to issue pro rata to the Record Holders pursuant to the Distribution
Ratio,all of the issued and outstanding shares of Chemours Common Stock(such issuance,the"Distribution")on the terms and
conditions set forth in this Agreement;
WHEREAS,(i)the Board has(x)determined that the Distribution and the other transactions contemplated by this Agreement
and the Ancillary Agreements(as defined below)have a valid business purpose,are in furtherance of and consistent with its business
strategy and are in the best interests of DuPont and its stockholders and(y)approved this Agreement and each of the Ancillary
Agreements and(ii)the board of directors of Chemours has approved this Agreement and each of the Ancillary Agreements(to the
extent Chemours is a party thereto);
WHEREAS,it is appropriate and desirable to set forth the principal corporate transactions required to effect the Distribution and
certain other agreements relating to the relationship of DuPont and Chemours and their respective Subsidiaries following the
Distribution;
WHEREAS,DuPont has received a private letter ruling from the U.S.Internal Revenue Service substantially to the effect that,
among other things,the Contribution and the Distribution,taken together,will,based upon and subject to the assumptions,
representations and qualifications set forth therein,qualify as a transaction that is tax-free for U.S.federal income tax purposes under
Section 355 and Section 368(a)(1)(D)of the Internal Revenue Code of 1986,as amended(the"Code");
WHEREAS,it is the intention of the Parties that the Contribution and the Distribution,taken together,will qualify as a
transaction that is tax-free for U.S.federal income tax purposes under Section 355 and Section 368(a)(1)(D)of the Code;and
WHEREAS,this Agreement is intended to be a"plan of reorganization"within the meaning of Treas.Reg.Section 1.368-2(g).
NOW,THEREFORE,in consideration of the foregoing and the mutual agreements,provisions and covenants contained in this
Agreement,the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1 General.As used in this Agreement,the following terms shall have the following meanings:
(1)"Action"shall mean any demand,action,claim,suit,countersuit,arbitration,inquiry,subpoena,case,litigation,
proceeding or investigation(whether civil,criminal,administrative or investigative)by or before any court or grand jury,any
Governmental Entity or any arbitration or mediation tribunal.
(2)"Affiliate"shall mean,when used with respect to a specified Person and at a point in,or with respect to a period of,
time,a Person that directly or indirectly,through one or more intermediaries,controls,is controlled by,or is under common control
with,such specified Person at such point in or during such period of time.For the purposes of this defutition,"control",when used
with respect to any specified Person shall mean the possession,directly or indirectly,of the power to direct or cause the direction of
the management and policies of such Person,whether through the ownership of voting securities or other interests,by Contract or
2
any such action.In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the
definitions set forth in Section 1.1,for the purpose of determining what is and is not included in such definitions,any item explicitly
included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.
ARTICLE II
THE SEPARATION
Section 2.1 General.Subject to the terms and conditions of this Agreement,the Parties shall use,and shall cause their
respective Affiliates to use,their respective commercially reasonable efforts to consummate the transactions contemplated hereby,a
portion of which may have already been implemented prior to the date hereof,including the completion of the Internal
Reorganization.
Section 2.2 Restructuring:Transfer of Assets:Assum2tion of Liabilities.
(a)Jnternal Reorganization.Prior to the Effective Time,except for the Transfers set forth on Schedule 2.2(a),the
Parties shall complete the Internal Reorganization.
(b)Transfer of Assess.At or prior to the Distribution(it being understood that some of such Transfers may occur
following the Effective Time in accordance with Section 2.2(a)and Section 2.6),pursuant to the Conveyancing and Assumption
Instruments and in connection with the Contribution:
(i)DuPont shall,and shall cause the applicable Asset Transferors to,transfer,contribute,distribute,
assign and/or convey or cause to be transferred,contributed,distributed,assigned and/or conveyed
(`Transfer")to(A)the respective DuPont Asset Transferees,all of the applicable Asset Transferors'right,title
and interest in and to the DuPont Retained Assets and(B)Chemours and/or the respective Chemours Asset
Transferees,all of its and the applicable Asset Transferors'right,title and interest in and to the Chemours
Assets,and the applicable DuPont Asset Transferees and Chemours Asset Transferees shall accept from
DuPont and the applicable members of the DuPont Group,all of DuPont's and the other members'of the
DuPont Group's respective direct or indirect rights,title and interest in and to the applicable Assets,including
all of the outstanding shares of capital stock or other ownership interests.
(ii)Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this
Section 2.2(b)(including any transfer effected pursuant to Section 2.6)shall be paid by the Parties as set forth
on Schedule 10.5(a).Other than costs and expenses incurred in accordance with the foregoing,nothing in this
Section 2.2(b)shall require any member of any Group to incur any material obligation or grant any material
concession for the benefit of any member of any other Group in order to effect any transaction contemplated
by this Section 2.2(b).
28
IN WITNESS WHEREOF,the Parties have caused this Agreement to be duly executed as of the day and year first above
written.
E.I.DU PONT DE NEMOURS AND COMPANY
By: /s/
Name:
Title:
THE CHEMOURS COMPANY
By: /s/
Name:
Title:
85
harmed if our trade secrets are not maintained in confidence.In our Titanium Technologies intellectual property
portfolio,we consider our trademark Ti-Puree to be a valuable asset and have registered this trademark in a
number of countries.
Our Fluoroproducts segment is the technology leader in the markets in which it participates.We have one of the
largest patent portfolios in the fluorine derivatives industry.In our Fluoroproducts intellectual property portfolio,
we consider our Suva®,ISCEON®,Freon®,Opteon®,Teflon®,Tefzel®,Viton®,Krytox®,Formacel®,Dymel®,
FM 200®,Nafion®and Capstone®,trademarks to be valuable assets.
Our Chemical Solutions segment is a manufacturing and application development technology leader in a majority
of the markets in which it participates.In our Chemical Solutions intellectual property portfolio,we consider our
Virkon®and Oxone®trademarks to be valuable assets.Trade secrets are one of the key elements of our
intellectual property security in Chemical Solutions as most of the segment's manufacturing and application
development technologies are no longer under patent coverage.
Please also see the section entitled"Our Relationship with DuPont Following the Distribution"for a description
of the material terms of the intellectual property license arrangements that we intend to enter into with DuPont
prior to the consummation of the separation and distribution.
Chemours Production Facilities and Technical Centers
Our corporate headquarters are in[a],[a],and we will maintain a global network of production facilities and
technical centers located in cost-effective and strategic locations.We will also use contract manufacturing and
joint venture partners in order to provide regional access or to lower manufacturing costs as appropriate.The
following chart lists our production facilities:
Production Facititles
Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations
North America • Edge Moor,DE • El Dorado,AR(" • Red Lion,DE0) • Pascagoula,MS
• DeLisle,MS • Elkton,MD00) • Wurtland,KY (Chemical
Solutions and
• New Johnsonville, • Louisville,KY • Burnside,LA
Fluoroproducts)(3)
TN • Fayetteville,NC • Morses Mill,NJ«)
Starke,FL Belle,WV
• • Deepwater,NJ • Niagara,NY (Chemical
(Mine) • Corpus Christi, • Fort Hill,OH Solutions and
TX • N.Kingstown,RI(1) Fluoroproducts)(3'
• LaPorte,TX(2) • Memphis,TN
• Washington,WV • Beaumont,TX
• Maitland,Canada • Borderland,TX('
• James River,VA
EMEA • Mechelen, • Sudbury,UK
Belgium
• Villers St.Paul,
France(I)
• Dordrecht,
Netherlands
• Malmo,Sweden
Latin America • Altamira,Mexico • Barra Mansa,
Brazil(2)
99
Production Facilities
Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations
Asia Pacific • Kuan Yin, • Changshu,China
Taiwan • Chiba,Japan
(Joint Venture)
• Shimizu,Japan
(Joint Venture)
0'> Leased from third party.
(2) Leased from DuPont.
(3) Shared facility between the Chemical Solutions and Fluoroproducts segments.
We have technical centers and R&D facilities located at number of our production facilities.We also maintain
standalone technical centers to serve our customers and provide technical support.The following chart lists our
standalone technical centers:
Technical Centers
Region Titanium Technologies Fluoroproducts Chemical Solutions Shared Locations
North America • Akron,OH(2) • Wilmington,DE(All
Segments)(2).(3)
EMEA • Moscow,Russian) • Mantes,France(')
• Meyrin,Switzerlandt2>
Latin America • Paulinia,Brazil(2)
• Mexico City,
Mexicot1>
Asia Pacific • Utsonomyia,Japan(2) • Shanghai,China(2)
(All Segments)
(l) Leased from third party.
(2) Leased from DuPont.
(3) There are two facilities in this location.
Chemours' plants and equipment are maintained and in good operating condition.Chemours believes it has
sufficient production capacity for its primary products to meet demand in 2015.Properties are primarily owned
by Chemours;however,certain properties are leased.No title examination of the properties has been made for
the purpose of this report and certain properties are shared with other tenants under long-term leases.
Chemours recognizes that the security and safety of its operations are critical to its employees,community,and
to the future of Chemours.Physical security measures have been combined with process safety measures
(including the use of inherently safer technology),administrative procedures and emergency response
preparedness into an integrated security plan.Prior to the separation,DuPont conducted vulnerability
assessments at operating facilities in the U.S.and high priority sites worldwide and identified and implemented
appropriate measures to protect these facilities from physical and cyber-attacks.Chemours intends to conduct
similar vulnerability assessments periodically post-separation.Chemours is partnering with carriers,including
railroad,shipping and trucking companies,to secure chemicals in transit.
Chemours Employees
We have approximately 9,000 employees,approximately 32 percent of whom are represented by unions.
Management believes its relations with its employees to be good.
100
FILED
BLADEN COUNTY
BEVERLY T. PARKS
REGISTER OF DEEDS
FILED Jan 30, 2015
/�atecg , AT 08:49:57 am
This certifies that PIN [ BOOK 00729
is free of any delinquent ad valorem tax liens charged START PAGE 0461
to the Bladen County Tax Collector hut does not certify
th hwdeeddedo atches this PIN END PAGE 0468
e' 5 /-F6 lig INSTRUMENT# 00222
Co tion Agent Signature Date NCGS 161-31
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax-$0.00
Recording time,Book and
Tract No. Page
Tract 1
Tract 3 Parcel Identifier No.
Tract 4 0440-12-4562(Cumberland)
Tract 4 0440-52-2431 (Cumberland)
0440-70-6707(Cumberland)
034900751613(Bladen)
Prepared by and return to:
Mayleng S.Watson
McGuireWoods LLP
201 N.Tryon St.,Ste.300
Charlotte,NC 28202
Brief description for the Index:
2,093.82 acres,more or less in Cumberland and
Bladen Counties,North Carolina
10.57 acres, more or less in Cumberland County,
North Carolina
•
THIS DEED, made this 23rd day of January, 2015,
BY AND BETWEEN
GRANTOR GRANTEE
E. I.DU PONT DE NEMOURS AND COMPANY, THE CHEMOURS COMPANY FC,LLC,
a Delaware corporation a Delaware limited liability company
1007 Market Street Du Pont Corporate Real Estate
Wilmington,Delaware 19898 CRP 730/31152
974 Centre Road
P.O. Box 2915
Wilmington,Delaware 19805
7487874/8
BK 00729 PG:0462
The designation GRANTOR and GRANTEE as used herein shall include said parties,their successors and
assigns, and shall include singular,plural,masculine,feminine or neuter as required by context.
WITNESSETH,that the GRANTOR, for no or nominal consideration paid by the GRANTEE,the receipt
of which is hereby acknowledged,has and by these presents does grant, bargain, sell,convey,and donate
unto the GRANTEE in fee simple,ALL of GRANTOR's interest in and to that certain lot or parcel of
land, with the improvements thereon (collectively,the "Property"),situated in Cumberland and Bladen
Counties,North Carolina and more particularly described on Exhibit"A" attached hereto and made a part
hereof.
TOGETHER with all and singular the property, buildings, improvements, ways, streets, alleys,
driveways,passages,waters, water-courses,rights, riparian grants and rights, liberties,privileges,
hereditaments and appurtenances whatsoever thereunto belonging or in any wise appertaining, and the
reversions and remainders, rents, issues,and profits thereof; and all the estate, rights,title, interest,
property, claim and demand whatsoever of it,the said Grantor, as well at law as in equity or otherwise,
howsoever, of, in, and to the same and every part thereof.
A map showing the above-described property is recorded in Map/Cabinet 35,Page 59; Map/Cabinet 36,
Page 50,Map/Cabinet 95 Page 191-193,Cumberland County Registry; Map/Cabinet 9, Page 32,
Map/Cabinet 9,Page 57,Map/Cabinet A148, Pages 1488-1491, Bladen County Registry.
All or a portion of the Property herein conveyed does not include the primary residence of Grantor.
TO HAVE AND TO HOLD the Property, in fee simple,and all privileges and appurtenances thereto
belonging to the Grantee.
And the GRANTOR covenants with the GRANTEE,that GRANTOR has done nothing to impair such
title as GRANTOR received,and GRANTOR will warrant and defend the title against the lawful claims
of all persons claiming by, under or through GRANTOR,except for the exceptions hereinafter stated.
Title to the Property is subject to ad valorem taxes for the lien of all taxes for the year 2014 and thereafter
not yet due or payable.
UNDER AND SUBJECT to all matters of record and any state of facts that is apparent or disclosed by a
survey of the property.
ALSO UNDER AND SUBJECT to the condition and restriction that that in no event shall the Property be
used as a day care or child care facility or for residential purposes,or in violation of any environmental
law.
7487874/8
-2-
BK:00729 PG:0463
SUBJECT TO ALL matters of record and any matters not of record, including but not limited to
leases, covenants, conditions, restrictions, plans and easements with respect to the property described
herein, this reference to which shall not be construed to re-impose any such covenants, conditions,
restrictions, plans and easements which have otherwise lapsed, expired or have otherwise been
terminated in accordance with their terms or otherwise, as applicable.
Reserving, however,unto the Grantor and its successors and assigns,the right,exercisable on reasonable
notice to the Grantee,to re-enter upon the hereinabove described lands and premises as may be required
to perform and discharge legally binding obligations to third parties and/or authorities having jurisdiction.
(Signature on following page)
7487874/8
-3 -
BK:00729 PG:0464
IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly
authorized officer and its seal to be hereunto affixed by authority of its Board of Directors, the day and year first
above written.
EA. DU PONT DE NEMOURS AND COMPANY
Attest By: (SEAL)
Name: Karen Fletcher
By: m L - Title: Vice President,du Pont E ��ppfin g, Facilities
Print Name Services&Real Estate&Chie .0 % "Elko//,,/i
G
Title: i�-`k!r- � -�. Q�•FOUND�c�;pct,•
Q. •yam
_. • •Z r
[CORPORATE SEAJ W: $02 •0
• •.p
•
STATE OF DELAWARE : �i * •. —SPAL •
• . . ••
NEW CASTLE COUNTY : SS. //j���W 1111\Re �
I certify that the following person personally appeared before me on January 23rd,2015 and
acknowledged to me that he signed the foregoing document: Karen Fletcher,Vice President, du Pont
Engineering,Facilities Services & Real Estate&Chief Engineer of E. I. du Pont de Nemours and Company,a
Delaware corporation.
/ ice'
o • Pu. ic
Name:
My commission ex ire :
LOIS A. SMITH
NOTARY PUBLIC
STATE OF DELAWARE
My comnisekm expires July 18,2015
\`\\�'ltH11)//0
n►tv in,2015 •
.
7487874/8 V sz
1
<.•2 ,p,•;1,fw sn����`Q
-4-
. ;illfi11�1��
BK:00729 PG:0465
The foregoing Certificate(s)of
is/are certified to be correct. This instrument and this certificate are duly registered at the date and time and in the Book and Page
shown on the first page hereof.
REGISTER OF DEEDS FOR
CUMBERLAND COUNTY
By: Deputy/Assistant—Register of Deeds
7487874/8
-5 -
• ,
BK:00729 PG:0466
EXHIBIT A
Legal Description
FAYETTEVILLE WORKS MAIN SITE DESCRIPTION
Tract 1
All of that piece,parcel or tract of land lying or situate in Cumberland County,North Carolina and being more
particularly described as follows:
Commencing at a concrete right of way monument on the east right of way line of NC Highway 87,having NC Grid
Coordinates N=402727.67', E=2045199.49',thence N88-10-19W for 3127.32'to a found iron pipe and the Point of
Beginning;thence S56-19-56W for 1252.30 feet to a point in a pond;thence N 10-00-48E for 850.36 feet to a found iron
pin,passing a set iron pin at 97.51 feet;thence N87-26-48E for 826.50 feet to a found iron pipe,thence S20-53-46 E for
192.65 feet to the Point of Beginning.
Containing 10.57 acres,more or less
Composite Description of Tract 3 and 4
All of that piece,parcel or tract of land lying or situate in Bladen and Cumberland Counties,North Carolina and being
more particularly described as follows:
Beginning at a concrete right of way monument on the east right of way line of NC Highway 87,having NC Grid
Coordinates N=402727.67',E=2045199.49';thence N52-02-10E for 309.70 feet to a concrete monument;thence S69-55-
43E for 140.29 feet to a concrete monument on the common line with the North Carolina Coastal Land Trust line as
recorded in Deed Book 4787 at page 497 of the Cumberland County,North Carolina Registry;thence with said common
line the following three(3)courses to wit: 1)S31-08-52E for 2325.80 feet to an iron pin;2)N76-44-32E for 636.68 feet
to a concrete monument;3)N20-07-44W for 981.87 feet to a point in the center of Willis Creek;thence following the
centerline of Willis Creek the following seventy-two(72)calls to-wit: 1)N73-14-05E for 63.85 feet;2)S88-05-55E for
86.79 feet;3)S67-05-55E for 111.04 feet;4)S78-33-55E for 41.20 feet; 5)N79-10-05E for 24.08 feet;6)N76-14-05E for
115.18 feet; 7)N60-52-05E for 91.37 feet; 8)N37-47-05E for 86.12 feet;9)N27-14-05E for 85.64 feet; 10)N33-23-05E
for 98.82 feet; 11)N08-24-55 W for 126.29 feet; 12)N06-22-05E for 57.76 feet; 13)N31-34-05E for 46.63 feet; 14)N66-
50-05E for 72.91 feet; 15)S72-58-55E for 43.31 feet; 16)S59-26-55E for 72.48 feet; 17)S64-21-55E for 81.87 feet; 18)
S85-54-55E for 71.22 feet; 19)N29-37-05E for 63.98 feet;20)N80-49-05E for 35.74 feet;21)S79-57-55E for 93.85 feet;
22)S41-24-55E for 94.22 feet;23) S74-30-55E for 64.75 feet;24)S74-30-55E for 182.83 feet;25) S66-33-55E for
117.82 feet;26)N89-18-05E for 114.20 feet;27) S43-41-55E for 87.54 feet;28)S44-42-55E for 83.09 feet;29)S66-44-
55E for 75.45 feet; 30)N34-22-05E for 181.59 feet;31)N06-04-05E for 135.25 feet;32)N08-27-05E for 53.89 feet;33)
N57-04-05E for 71.10 feet;34)N67-16-05E for 57.32 feet; 35)N73-59-05E for 102.66 feet;36)S56-14-55E for 198.99
feet; 37)N76-15-05E for 44.31 feet; 38)N45-53-05E for 288.10 feet; 39)S58-35-55E for 84.54 feet;40)S12-23-05W
for 42.12 feet;41)S12-28-55E for 142.02 feet;42)S02-39-05W for 69.72 feet;43)S30-04-05W for 86.93 feet;44)S38-
47-05W for 103.73 feet;45)S10-09-55E for 32.56 feet; 46)S38-00-55E for 109.09 feet; 47)S34-54-05W for 68.03 feet;
48)S10-04-55E for 71.12 feet; 49)S80-19-55E for 52.25 feet; 50)N66-10-05E for 25.61 feet; 51)N11-06-05E for
7487874/8
-6-
. , . T
BK:00729 PG:0467
75.05 feet; 52)N52-02-05E for 60.50 feet; 53)N80-32-05E for 26.00 feet; 54)S17-01-55E for 32.24 feet; 55)S52-52-
55E for 132.00 feet; 56)N57-09-05E for 83.50 feet; 57)S74-59-55E for 136.40 feet; 58)N79-00-05E for 141.30 feet;
59)N34-22-05E for 136.67 feet; 60)N74-15-05E for 130.30 feet; 61)S59-49-55E for 53.90 feet; 62) S17-49-55E for
95.38 feet; 63)N77-52-05E for 240.43 feet; 64)S20-59-55E for 139.84 feet; 65)S67-02-55E for 164.58 feet; 66)N89-
40-05E for 218.05 feet; 67)S49-06-55E for 84.01 feet; 68)S06-16-05W for 143.06 feet; 69)S32-16-55E for 280.49
feet; 70) S20-49-05W for 136.54 feet; 71)S03-32-05W for 220.40 feet; 72)N66-22-21 E for 494.87 feet to an iron pin
along the bank of the Cape Fear River;thence along the western bank of the Cape Fear River the following six courses to-
wit: 1) S00-18-22E for 724.77 feet to an iron pin;2)S18-07-22E for 533.36 feet to an iron pin;3)S21-43-22E for
1345.33 feet to an iron pin;4)S10-12-22E for 897.65 feet to an iron pin;5)S06-45-22E for 1236.75 feet to an iron pin; 6)
SO4-39-22E for 1215.79 feet to a point on the west bank of the Cape Fear River;thence leaving said west bank with the
common line of United States Government property as recorded in Deed Book 95 at page 168 of the Bladen County,
North Carolina Registry the following two(2)courses to wit: 1) S47-39-38W for 882.00 feet to a concrete monument,
passing an iron pin at 15.29 feet; 2)S05-45-29E for 609.05 feet to an iron pin at the common corner with the North
Carolina Coastal Land Trust as recorded in Deed Book 400 at page 537 in the Bladen County,North Carolina Registry;
thence with said common line the following fifty-two(52)courses to wit: 1)S05-52-58E for 411.82 feet to an iron pin;2)
S05-39-31E for 1645.99 feet to an iron pin; 3)S05-22-50E for 1289.36 feet to an iron pin;4)S03-33-38W for 265.97 feet
to an iron pin; 5)S13-28-22W for 230.94 feet to an iron pin;6)S24-41-36W for 342.03 feet to an iron pin; 7)S37-13-
54W for 326.43 feet to an iron pin; 8)S50-56-45W for 343.74 feet to an iron pin;9)S62-06-19W for 246.76 feet to an
iron pin; 10)S72-50-12W for 268.74 feet to an iron pin; 11)S82-49-54W for 283.34 feet to a concrete monument; 12)
N87-48-22W for 890.86 feet to an iron pin; 13)N10-49-30W for 90.77 feet to an iron pin; 14)N15-43-12W for 63.26 feet
to an iron pin; 15)N19-05-48W for 98.42 feet to an iron pin; 16)N22-19-34W for 98.61 feet to an iron pin; 17)N24-53-
16W for 98.74 feet to an iron pin; 18)N27-36-1 7W for 99.15 feet to an iron pin; 19)N28-32-55W for 28.20 feet to an
iron pin;20)N29-51-20W for 222.39 feet to an iron pin;21)N30-12-48W for 717.53 feet to an iron pin;22)S68-46-41W
for 400.93 feet to an iron pin; 23)N31-31-24W for 819.09 feet to an iron pin;24)S82-31-24W for 271.79 feet to an iron
pin;25)N85-54-1 5W for 310.47 feet to an iron pin;26)S86-38-13W for 268.70 feet to an iron pin;27)N31-14-37W for
496.12 feet to an iron pin;28)S54-23-35W for 295.48 feet to an iron pin;29)N58-35-17W for 357.14 feet to an iron pin;
30)S66-17-06W for 90.47 feet to an iron pin;31)N40-08-15W for 403.73 feet to an iron pin;32) S60-53-35W for 219.71
feet to an iron pin;33)N64-26-58W for 276.79 feet to an iron pin;34)N53-59-13W for 325.01 feet to an iron pin;35)
N35-04-37W for 473.50 feet to an iron pin;36)S64-59-26W for 119.07 feet to an iron pin;37)N61-09-44W for 389.46
feet to an iron pin; 38)N71-55-55W for 94.55 feet to an iron pin; 39)N51-06-53 W for 464.09 feet to an iron pin;40)
N77-24-37W for 140.40 feet to an iron pin;41)N42-43-00W for 216.92 feet to an iron pin;42)N43-16-24W for 548.57
feet to an iron pin;43)N29-36-33W for 358.46 feet to an iron pin;44)S72-17-38W for 110.63 feet to an iron pin;45)
N08-04-33 W for 302.44 feet to an iron pin;46)N 13-43-08W for 409.55 feet to an iron pin;47)N18-03-23W for 256.67
feet to an iron pin;48)N53-39-47W for 268.16 feet to an iron pin;49)N62-40-49W for 137.83 feet to an iron pin; 50)
N46-25-43E for 36.90 feet to an iron pin; 51)N41-43-59W for 55.79 feet to an iron pin; 52)S80-34-54W for 261.00 feet
to a concrete monument on the west right of way line of NC Highway 87;thence along said west right of way line the
following fifteen(15)courses to wit: 1)along the arc of a curve to the right having a radius of 3245.40 feet,an arc length
of 1291.15 feet and being subtended by a chord bearing NO3-17-47W for 1282.65 feet to a concrete monument;2)N05-
27-55E for 383.19 feet to a concrete monument;3)N05-16-54E for 103.31 feet to a concrete monument;4)N12-47-57E
for 1075.02 feet to a concrete monument; 5)N23-25-54E for 496.57 feet to a concrete monument; 6)N27-55-22E for
250.32 feet to a concrete monument; 7)N64-30-12E for 155.71 feet to a concrete monument; 8)N89-35-52E for 128.91
feet to a concrete monument;9)N05-20-03 W for 59.83 feet to a concrete monument; 10) S87-42-51W for 71.91 feet to a
concrete monument; 11)N62-21-05W for 126.98 feet to a concrete monument; 12)N23-14-12E for 450.36 feet to a
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8K 00729 PG:0468
concrete monument; 13)N27-31-05E for 399.00 feet to a concrete monument; 14)N22-28-33E for 1697.29 feet to a
point; 15)along the arc of a curve to the left having a radius of 7865.97 feet,an arc length of 1595.30 feet and being
subtended by a chord bearing N 13-56-15E for 1592.57 feet to the point of beginning.
Containing 2,093.82 acres,more or less.
7487874/8
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1 ■
FILED
BLADEN COUNTY
BEVERLY T. PARKS
REGISTER OF DEEDS
FILED Jan 30, 2015
(,arc-di?' AT 08:49:57 am
This certifies that PIN BOOK 00729
is free of any delinquent ad valorem tax lions charged START PAGE 0461
to the Bladen County Tax Collector but does riot certify
th h eed de Pdo atches this PIN END PAGE 0468
��5 /-... INSTRUMENT# 00222
Co 'ction Agent Signature Date NCGS 161-31
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax-$0.00
Recording time,Book and
Tract No. Page
Tract I
Tract 3 Parcel Identifier No.
Tract 4 0440-12-4562(Cumberland)
Tract 4 0440-52-2431 (Cumberland)
0440-70-6707(Cumberland)
034900751613(Bladen)
Prepared by and return to:
Mayleng S.Watson
McGuireWoods LLP
201 N.Tryon St.,Ste.300
Charlotte,NC 28202
Brief description for the Index:
2,093.82 acres, more or less in Cumberland and
Bladen Counties,North Carolina
10.57 acres, more or less in Cumberland County,
North Carolina
THIS DEED, made this 23rd day of January, 2015,
BY AND BETWEEN
GRANTOR GRANTEE
E. I. DU PONT DE NEMOURS AND COMPANY, THE CHEMOURS COMPANY FC, LLC,
a Delaware corporation a Delaware limited liability company
1007 Market Street Du Pont Corporate Real Estate
Wilmington,Delaware 19898 CRP 730/31152
974 Centre Road
P.O. Box 2915
Wilmington,Delaware 19805
7487874/8
I
•
BK:00729 PG:0464
IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly
authorized officer and its seal to be hereunto affixed by authority of its Board of Directors, the day and year first
above written.
E. 1. DU PONT DE NEMOURS AND COMPANY
Attest By: c (SEAL)
Name: Karen Fletcher
By: Atki.NR L. SCO 'Fee_ Title: Vice President,du Pont E tilfpf1////,
ng, Facilities
Print Name Services&Real Estate&Chteff ted' '//,
/�
Title: 1 1r- CUP-P. C.• \�\J<Z,• 'UN°.•G•P�'�/�
p. 4 •
•z
= 1802 ••o =
[CORPORATE SEAIJ w: ;•0
STATE OF DELAWARE
: SS. ////C WARE- ,‘\\
`��
NEW CASTLE COUNTY
I certify that the following person personally appeared before me on January 23rd,2015 and
acknowledged to me that he signed the foregoing document: Karen Fletcher, Vice President,du Pont
Engineering,Facilities Services&Real Estate&Chief Engineer of E. I. du Pont de Nemours and Company,a
Delaware corporation.
, .
ot. Pu• is
Name:
My commission expo S A. SMITH
NOTARY PUBLIC
STATE OF DELAWARE
my ccentislon Wires July 18,2015
N. sAff
•zi c?:f'lrtEs Z
tsoy In,20m5_,:
7487874/8Ji •;lily!&1' ors
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1
BK 00729 PG:0465
The foregoing Certificate(s)of
is/are certified to be correct. This instrument and this certificate are duly registered at the date and time and in the Book and Page
shown on the first page hereof.
REGISTER OF DEEDS FOR
CUMBERLAND COUNTY
By: Deputy/Assistant—Register of Deeds
7487874/8
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BK:00729 PG:0466
EXHIBIT A
Legal Description
FAYETTEVILLE WORKS MAIN SITE DESCRIPTION
Tract 1
All of that piece,parcel or tract of land lying or situate in Cumberland County,North Carolina and being more
particularly described as follows:
Commencing at a concrete right of way monument on the east right of way line of NC Highway 87,having NC Grid
Coordinates N=402727.67', E=2045199.49',thence N88-10-19W for 3127.32'to a found iron pipe and the Point of
Beginning;thence S56-19-56W for 1252.30 feet to a point in a pond;thence N10-00-48E for 850.36 feet to a found iron
pin,passing a set iron pin at 97.51 feet;thence N87-26-48E for 826.50 feet to a found iron pipe,thence S20-53-46 E for
192.65 feet to the Point of Beginning.
Containing 10.57 acres,more or less
Composite Description of Tract 3 and 4
All of that piece,parcel or tract of land lying or situate in Bladen and Cumberland Counties,North Carolina and being
more particularly described as follows:
Beginning at a concrete right of way monument on the east right of way line of NC Highway 87,having NC Grid
Coordinates N=402727.67',E=2045199.49';thence N52-02-10E for 309.70 feet to a concrete monument;thence S69-55-
43E for 140.29 feet to a concrete monument on the common line with the North Carolina Coastal Land Trust line as
recorded in Deed Book 4787 at page 497 of the Cumberland County,North Carolina Registry;thence with said common
line the following three(3)courses to wit: 1) S31-08-52E for 2325.80 feet to an iron pin;2)N76-44-32E for 636.68 feet
to a concrete monument; 3)N20-07-44W for 981.87 feet to a point in the center of Willis Creek;thence following the
centerline of Willis Creek the following seventy-two(72)calls to-wit: 1)N73-14-05E for 63.85 feet; 2)S88-05-55E for
86.79 feet;3)S67-05-55E for 111.04 feet;4)S78-33-55E for 41.20 feet; 5)N79-10-05E for 24.08 feet;6)N76-14-05E for
115.18 feet; 7)N60-52-05E for 91.37 feet; 8)N37-47-05E for 86.12 feet;9)N27-14-05E for 85.64 feet; 10)N33-23-05E
for 98.82 feet; 11)N08-24-55W for 126.29 feet; 12)N06-22-05E for 57.76 feet; 13)N31-34-05E for 46.63 feet; 14)N66-
50-05E for 72.91 feet; 15)S72-58-55E for 43.31 feet; 16) S59-26-55E for 72.48 feet; 17) S64-21-55E for 81.87 feet; 18)
S85-54-55E for 71.22 feet; 19)N29-37-05E for 63.98 feet;20)N80-49-05E for 35.74 feet;21)S79-57-55E for 93.85 feet;
22)S41-24-55E for 94.22 feet;23)S74-30-55E for 64.75 feet;24)S74-30-55E for 182.83 feet;25)S66-33-55E for
117.82 feet;26)N89-18-05E for 114.20 feet;27) S43-41-55E for 87.54 feet;28)S44-42-55E for 83.09 feet;29)S66-44-
55E for 75.45 feet; 30)N34-22-05E for 181.59 feet; 31)N06-04-05E for 135.25 feet;32)N08-27-05E for 53.89 feet;33)
N57-04-05E for 71.10 feet;34)N67-16-05E for 57.32 feet; 35)N73-59-05E for 102.66 feet;36)S56-14-55E for 198.99
feet;37)N76-15-05E for 44.31 feet; 38)N45-53-05E for 288.10 feet; 39)S58-35-55E for 84.54 feet;40)S12-23-05W
for 42.12 feet;41)S12-28-55E for 142.02 feet;42)S02-39-05W for 69.72 feet;43)S30-04-05W for 86.93 feet;44)S38-
47-05W for 103,73 feet; 45) S10-09-55E for 32.56 feet; 46)S38-00-55E for 109.09 feet; 47)S34-54-05W for 68.03 feet;
48) S10-04-55E for 71.12 feet; 49)S80-19-55E for 52.25 feet; 50)N66-10-05E for 25.61 feet; 51)N11-06-05E for
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BK:00729 PG:0467
75.05 feet; 52)N52-02-05E for 60.50 feet; 53)N80-32-05E for 26.00 feet; 54)S17-01-55E for 32.24 feet; 55)S52-52-
55E for 132.00 feet; 56)N57-09-05E for 83.50 feet; 57) S74-59-55E for 136.40 feet; 58)N79-00-05E for 141.30 feet;
59)N34-22-05E for 136.67 feet; 60)N74-15-05E for 130.30 feet; 61)S59-49-55E for 53.90 feet; 62) S17-49-55E for
95.38 feet; 63)N77-52-05E for 240.43 feet; 64)S20-59-55E for 139.84 feet; 65)S67-02-55E for 164.58 feet; 66)N89-
40-05E for 218.05 feet; 67) S49-06-55E for 84.01 feet; 68)S06-16-05W for 143.06 feet; 69) S32-16-55E for 280.49
feet; 70) S20-49-05W for 136.54 feet; 71)S03-32-05W for 220.40 feet; 72)N66-22-21E for 494.87 feet to an iron pin
along the bank of the Cape Fear River;thence along the western bank of the Cape Fear River the following six courses to-
wit: 1)S00-18-22E for 724.77 feet to an iron pin;2)SI 8-07-22E for 533.36 feet to an iron pin; 3)S21-43-22E for
1345.33 feet to an iron pin;4)S10-12-22E for 897.65 feet to an iron pin; 5) S06-45-22E for 1236.75 feet to an iron pin; 6)
SO4-39-22E for 1215.79 feet to a point on the west bank of the Cape Fear River;thence leaving said west bank with the
common line of United States Government property as recorded in Deed Book 95 at page 168 of the Bladen County,
North Carolina Registry the following two(2)courses to wit: 1)S47-39-38W for 882.00 feet to a concrete monument,
passing an iron pin at 15.29 feet;2)S05-45-29E for 609.05 feet to an iron pin at the common corner with the North
Carolina Coastal Land Trust as recorded in Deed Book 400 at page 537 in the Bladen County,North Carolina Registry;
thence with said common line the following fifty-two(52)courses to wit: 1)S05-52-58E for 411.82 feet to an iron pin;2)
S05-39-31E for 1645.99 feet to an iron pin;3)S05-22-50E for 1289.36 feet to an iron pin;4)S03-33-38W for 265.97 feet
to an iron pin; 5)S13-28-22W for 230.94 feet to an iron pin;6)S24-41-36W for 342.03 feet to an iron pin; 7)S37-13-
54W for 326.43 feet to an iron pin; 8)S50-56-45W for 343.74 feet to an iron pin;9)S62-06-19W for 246.76 feet to an
iron pin; 10)S72-50-12W for 268.74 feet to an iron pin; 11)S82-49-54W for 283.34 feet to a concrete monument; 12)
N87-48-22W for 890.86 feet to an iron pin; 13)N10-49-30W for 90.77 feet to an iron pin; 14)N15-43-12W for 63.26 feet
to an iron pin; 15)N19-05-48W for 98.42 feet to an iron pin; 16)N22-19-34W for 98.61 feet to an iron pin; 17)N24-53-
16W for 98.74 feet to an iron pin; 18)N27-36-17W for 99.15 feet to an iron pin; 19)N28-32-55W for 28.20 feet to an
iron pin;20)N29-51-20W for 222.39 feet to an iron pin;21)N30-12-48W for 717.53 feet to an iron pin;22)S68-46-41W
for 400.93 feet to an iron pin; 23)N31-31-24W for 819.09 feet to an iron pin;24)S82-31-24W for 271.79 feet to an iron
pin;25)N85-54-15W for 310.47 feet to an iron pin;26)S86-38-13W for 268.70 feet to an iron pin;27)N31-14-37W for
496.12 feet to an iron pin;28)S54-23-35W for 295.48 feet to an iron pin;29)N58-35-17W for 357.14 feet to an iron pin;
30) S66-17-06W for 90.47 feet to an iron pin;31)N40-08-15W for 403.73 feet to an iron pin;32)S60-53-35W for 219.71
feet to an iron pin; 33)N64-26-58W for 276.79 feet to an iron pin;34)N53-59-13W for 325.01 feet to an iron pin;35)
N35-04-37W for 473.50 feet to an iron pin; 36)S64-59-26W for 119.07 feet to an iron pin;37)N61-09-44W for 389.46
feet to an iron pin; 38)N71-55-55W for 94.55 feet to an iron pin; 39)N51-06-53W for 464.09 feet to an iron pin;40)
N77-24-37W for 140.40 feet to an iron pin;41)N42-43-00W for 216.92 feet to an iron pin;42)N43-16-24W for 548.57
feet to an iron pin;43)N29-36-33W for 358.46 feet to an iron pin;44)S72-17-38W for 110.63 feet to an iron pin;45)
N08-04-33 W for 302.44 feet to an iron pin;46)N 13-43-08W for 409.55 feet to an iron pin;47)N18-03-23W for 256.67
feet to an iron pin;48)N53-39-47W for 268.16 feet to an iron pin;49)N62-40-49W for 137.83 feet to an iron pin; 50)
N46-25-43E for 36.90 feet to an iron pin; 51)N41-43-59W for 55.79 feet to an iron pin; 52) S80-34-54W for 261.00 feet
to a concrete monument on the west right of way line of NC Highway 87;thence along said west right of way line the
following fifteen(15)courses to wit: 1)along the arc of a curve to the right having a radius of 3245.40 feet,an arc length
of 1291.15 feet and being subtended by a chord bearing NO3-17-47W for 1282.65 feet to a concrete monument;2)N05-
27-55E for 383.19 feet to a concrete monument;3)N05-16-54E for 103.31 feet to a concrete monument;4)N12-47-57E
for 1075.02 feet to a concrete monument; 5)N23-25-54E for 496.57 feet to a concrete monument;6)N27-55-22E for
250.32 feet to a concrete monument; 7)N64-30-12E for 155.71 feet to a concrete monument; 8)N89-35-52E for 128.91
feet to a concrete monument;9)NOS-20-03W for 59.83 feet to a concrete monument; 10)S87-42-51W for 71.91 feet to a
concrete monument; 11)N62-21-05W for 126.98 feet to a concrete monument; 12)N23-14-12E for 450.36 feet to a
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BK 00729 PG:0468
concrete monument; 13)N27-31-05E for 399.00 feet to a concrete monument; 14)N22-28-33E for 1697.29 feet to a
point; 15)along the arc of a curve to the left having a radius of 7865.97 feet,an arc length of 1595.30 feet and being
subtended by a chord bearing N 13-56-15E for 1592.57 feet to the point of beginning.
Containing 2,093.82 acres,more or less.
7487874/8
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