Item 1.01
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Entry into a Material Definitive Agreement.
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Offering of Senior Notes
On May 15, 2017, International Flavors & Fragrances Inc. (the Company) priced an offering (the Offering)
of $500,000,000 in aggregate principal amount of 4.375% senior notes due 2047 (the Notes). In connection with the Offering, the Company entered into an underwriting agreement, dated May 15, 2017 (the Underwriting
Agreement), with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the Underwriters). The Notes were offered in a
registered public offering pursuant to the Companys Registration Statement on Form
S-3
(File
No. 333-209889)
filed with the Securities and Exchange Commission
on March 2, 2016.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the
terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform,
various financial advisory and investment banking services for the Company in the ordinary course of their respective businesses, for which they received or will receive customary fees and expenses. Certain affiliates of the underwriters are lenders
under the Companys amended and restated credit agreement.
The description of the Underwriting Agreement contained herein is
qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Report and incorporated herein by reference.
The Offering closed on May 18, 2017, and the Notes were issued pursuant to a supplemental indenture (the Second Supplemental
Indenture) between the Company and U.S. Bank National Association, as trustee, to the indenture, dated as of March 2, 2016 (the Base Indenture and, together with the Second Supplemental Indenture, the Indenture),
between the Company and U.S. Bank National Association, as trustee. The Notes will bear interest at a rate of 4.375% per annum, with interest payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2017.
The Notes will mature on June 1, 2047.
Upon 30 days notice to holders of the Notes, the Company may redeem the Notes for cash
in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for
redemptions of the Notes on or after December 1, 2046. The Indenture provides for customary events of default and contains certain negative covenants that limit the ability of the Company and its subsidiaries to grant liens on assets, or to
enter into sale-leaseback transactions. In addition, subject to certain limitations, in the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of the Notes below investment grade rating by both
Moodys Investors Services, Inc. and Standard & Poors Ratings Services within a specified time period, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the
Notes, plus accrued and unpaid interest to the date of repurchase.
The description of the Indenture and the Notes contained herein is
qualified in its entirety by reference to the Second Supplemental Indenture (including the form of Notes) filed as Exhibit 4.7 to this Report and the Base Indenture filed as Exhibit 4.1 to the Companys registration statement on Form
S-3
(File
No. 333-209889),
filed on March 2, 2016, in each case incorporated herein by reference. Greenberg Traurig, LLP, counsel to the Company, has issued an
opinion dated May 18, 2017 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 to this Report.