INTERNATIONAL FLAVORS& FRAGRANCES INC. (NYSE:IFF) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Offering of Senior Notes
On May15, 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 May15, 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 to the
Companys Registration Statement on Form S-3 (File No.333-209889)
filed with the Securities and Exchange Commission on March2,
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 May18, 2017, and the Notes were issued 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 March2, 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 June1
and December1 of each year, commencing on December1, 2017. The
Notes will mature on June1, 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 December1, 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 March2, 2016, in each case incorporated
herein by reference. Greenberg Traurig, LLP, counsel to the
Company, has issued an opinion dated May18, 2017 regarding the
legality of the Notes. A copy of the opinion is filed as Exhibit
5.1 to this Report.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information
set forth under Item 1.01 is incorporated by reference
herein.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated May15, 2017, by and among International Flavors Fragrances Inc. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley Co. LLC, as representatives of the several underwriters named therein. |
|
| 4.4 |
Indenture, dated as of March2, 2016, among International Flavors Fragrances Inc. and U.S. Bank National Association, as trustee, incorporated herein by reference to Exhibit 4.1 to the Companys registration statement on Form S-3 (File No.333-209889), filed on March2, 2016. |
|
| 4.7 |
Second Supplemental Indenture, dated as of May18, 2017, among International Flavors Fragrances Inc. and U.S. Bank National Association, as trustee (including the form of Notes). |
|
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 23.1 | Consent of Greenberg Traurig, LLP (included in Exhibit 5.1) |
About INTERNATIONAL FLAVORS & FRAGRANCES INC. (NYSE:IFF)
International Flavors & Fragrances Inc. creates, manufactures and supplies flavors and fragrances (including cosmetic active ingredients) used to impart or improve flavor or fragrance in a range of consumer products. The Company operates in two segments: Flavors and Fragrances. The Flavors segment offers flavor compounds that are sold to the food and beverage industries for use in consumer products, such as prepared foods, beverages, dairy, food and sweet products. The Fragrances segment offers fragrance compounds and fragrance ingredients. Its cosmetic active ingredients consist of active and functional ingredients, botanicals and delivery systems to support its customers’ cosmetic and personal care product lines. Its products are sold to manufacturers of perfumes and cosmetics, hair and other personal care products, soaps and detergents, meat and other processed foods, beverages, snacks and savory foods, sweet and baked goods, and pharmaceutical and oral care products, among others. INTERNATIONAL FLAVORS & FRAGRANCES INC. (NYSE:IFF) Recent Trading Information
INTERNATIONAL FLAVORS & FRAGRANCES INC. (NYSE:IFF) closed its last trading session up +1.11 at 134.26 with 650,454 shares trading hands.