DEQ-CFW_00067576

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 m 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: [phone]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
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 ❑X (Do not check if a smaller reporting company) Smaller reporting company ❑
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s 0
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/ NigeI Pond
Name: Nigel Pond
Title: Vice President
Date: April 21, 2015
DEQ-CFW 00067577

EXHIBIT INDEX
Exlubit
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.1. du Pont de Nemours and Company and
The Chemours Company.
10.4 Amended and Restated Intellectual Property Cross -License Agreement by and among E.1. 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.
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Exhibit 2.1
SEPARATION AGREEMENT
by and between
E. I. DU PONT DE NEMOURS AND COMPANY
and
THE CHEMOURS COMPANY
Dated as of [•], 2015
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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 I A -
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;
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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 definition, "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
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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).
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year lust above
written.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/
Name:
Title:
THE CHEMOURS COMPANY
By: /s/
Name:
Title:
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harmed if our trade secrets are not maintained in confidence. In our Titanium Technologies intellectual property
portfolio, we consider our trademark Ti-PureO 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®, OpteonO, Teflon®, TefzelO, Viton©, Krytoxo, FormacelO, Dymel®,
FM 2000, 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
VirkonO 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 [0], [0], 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:
North America
EMEA
Titanium Technologies
• Edge Moor, DE •
• DeLisle, MS
• New Johnsonville, •
TN
• Starke, FL
(Mine)
Latin America • Altamira, Mexico •
Production Facilities
Fluoroproducts
El Dorado, ART
Elkton, MDO)
Louisville, KY
Fayetteville, NC
Deepwater, NJ
Corpus Christi,
TX
LaPorte, TX(2)
Washington, WV
Maitland, Canada
Mechelen,
Belgium
Villers St. Paul,
FranceM
Dordrecht,
Netherlands
Malmo, Sweden
Barra Mansa,
Brazih2>
99
Chemical Solutions
Shared Locations
• Red Lion, DEO) •
Pascagoula, MS
• Wurtland, KY
(Chemical
Solutions and
• Burnside, LA
Fluoroproducts)(;?
• Morses Mill, NJ0)
Belle, WV
• Niagara, NY
(Chemical.
• Fort Hill, OH
Solutions and
• N. Kingstown, RIG)
Fluoroproducts)(3)
• Memphis, TN
• Beaumont, TX
• Borderland, TXM
• James River, VA
• Sudbury, UK
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Asia Pacific
Titanium Technologies
• Kuan Yin,
Taiwan
Production Facilities
Fluoroproducts
• Changshu, China
• Chiba, Japan
(Joint Venture)
• Shimizu, Japan
(Joint Venture)
Chemical Solutions
(1) Leased from third party.
(2) Leased from DuPont.
(3) Shared facility between the Chemical Solutions and Fluoroproducts segments.
Shared Locations
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('-)
Wilmington, DE (All
Segments)i21, c3>
EMEA • Moscow, Russia') •
Mantes, Francelt>
•
Meyrin, Switzerland(2)
Latin America • Paulinia, Brazil(2)
• Mexico City,
Mexico0)
Asia Pacific •
Utsonomyia, Japan(2)
Shanghai, China(2)
(All Segments)
(1) 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 eyber-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
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