International Flavors & Fragrances Inc. Announces Early Tender Results and Increase of Tender Offers for Certain Outstanding Series of Notes

Published: 2025-05-16 07:35:26 ET IFF

Published on 05/16/2025 at 07:35

International Flavors & Fragrances Inc. announced the early tender results for its tender offers to purchase for cash certain of its outstanding series of Notes. IFF also announced it has increased the previously announced Pool 1 Maximum Amount (as defined below) from $1,000,000,000 to $1,100,000,000 (the ?Amended Pool 1 Maximum Amount?), the Pool 2 Maximum Amount (as defined below) from $800,000,000 to $900,000,000 (the ?Amended Pool 2 Maximum Amount?, and together with the Amended Pool 1 Maximum Amount, the ?Amended Maximum Amounts?), the 2027 Series Tender Cap (as defined below) from $300,000,000 to $400,000,000 and the 2050 Series Tender Cap (as defined below) from $600,000,000 to $649,114,000. The 2025 Notes Series Tender Cap and the 2040 Notes Series Tender Cap (each as defined below) remain unchanged at $500,000,000 and $450,000,000, respectively.

Details of tender offers: IFF initially offered to purchase for cash: (i) up to $1,000,000,000 aggregate purchase price, excluding accrued and unpaid interest (the ?Pool 1 Maximum Amount?), of its 1.230% Senior Notes due 2025 (the ?2025 Notes?), 1.832% Senior Notes due 2027 (the ?2027 Notes?), 4.450% Senior Notes due 2028 (the ?2028 Notes?) and 2.300% Senior Notes due 2030 (the ?2030 Notes? and collectively with the 2025 Notes, 2027 Notes and 2028 Notes, the ?Pool 1 Notes?) and (ii) up to $800,000,000 aggregate purchase price, excluding accrued and unpaid interest (the ?Pool 2 Maximum Amount?), of its 3.268% Senior Notes due 2040 (the ?2040 Notes?), 4.375% Senior Notes due 2047 (the ?2047 Notes?), 5.000% Senior Notes due 2048 (the ?2048 Notes?) and 3.468% Senior Notes due 2050 (the ?2050 Notes? and, collectively with 2040 Notes, the 2047 Notes and 2048 Notes, the ?Pool 2 Notes?

and, together with the Pool 1 Notes, the ?Notes?), subject to prioritized acceptance levels listed in the table below (?Acceptance Priority Levels?), Series Tender Caps (as defined below), proration, if applicable, and the terms and conditions of the tender offers. IFF has amended such tender offers to increase the previously announced Pool 1 Maximum Amount (as defined below) from $1,000,000,000 to $1,100,000,000, the Pool 2 Maximum Amount (as defined below) from $800,000,000 to $900,000,000, the 2027 Series Tender Cap (as defined below) from $300,000,000 to $400,000,000 and the 2050 Series Tender Cap (as defined below) from $600,000,000 to $649,114,000. The 2025 Notes Series Tender Cap and the 2040 Notes Series Tender Cap (each as defined below) remain unchanged at $500,000,000 and $450,000,000, respectively.

All other terms of the tender offers as previously announced in the Offer to Purchase dated May 2, 2025 (as amended and supplemented hereby, the ?Offer to Purchase?) remain unchanged. IFF refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers. As of the previously announced early tender date and time of 5:00 p.m., New York City time, on May 15, 2025 (the ?Early Tender Date?), according to information provided by D.F. King & Co.

Inc., the tender and information agent for the tender offers, the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each tender offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date. The terms and conditions of the tender offers are described in the Offer to Purchase.

IFF expects to elect to exercise its right to make payment on May 20, 2025 (the ?Early Settlement Date?) for Notes validly tendered prior to or at the Early Tender Date and accepted for purchase. IFF intends to fund the purchase of validly tendered and accepted Notes with the cash proceeds from the sale of its Pharma Solutions business, which was completed on May 1, 2025. Because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 1 Maximum Amount, IFF does not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date.

Rather, subject to the Amended Pool 1 Maximum Amount, the Series Tender Caps and the Acceptance Priority Levels set out in the table above, in each case as further described in the Offer to Purchase, IFF expects to accept for purchase $500,000,000 aggregate principal amount of the 2025 Notes and $400,000,000 aggregate principal amount of 2027 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects the 2030 Notes will be prorated. IFF does not expect to accept for purchase any amount of the 2028 Notes.

Because the aggregate principal amount of the 2025 Notes and the 2027 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the 2025 Series Tender Cap and Amended 2027 Series Tender Cap, IFF expects to accept for purchase an amount equal to the applicable Series Tender Cap in each case validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor to be announced following the determination of the Total Consideration (as defined herein). As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder?s account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 1 Maximum Amount, IFF does not expect to accept for purchase any Pool 1 Notes tendered after the Early Tender Date on a subsequent settlement date.

The tender offers for the Pool 1 Notes will expire at 5:00 p.m., New York City time, on June 2, 2025, or any other date and time to which IFF extends the applicable tender offer, unless earlier terminated. Because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 2 Maximum Amount, IFF does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date.