| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On September 24, 2018, International Flavors & Fragrances Inc. (the “Company”) priced an offering (the “Offering”) of (i) $300,000,000 3.400% Senior Notes due 2020 (the “2020 Notes”), (ii) $400,000,000 4.450% Senior Notes due 2028 (the “2028 Notes”) and (iii) $800,000,000 5.000% Senior Notes due 2048 (the “2048 Notes” and, together with the 2020 Notes and 2028 Notes, the “Notes”). In connection with the Offering, the Company entered into an underwriting agreement, dated September 24, 2018 (the “Underwriting Agreement”), with Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”). 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. Morgan Stanley & Co. LLC has acted as the Company’s financial adviser in connection with the Merger (as defined below). An affiliate of Morgan Stanley & Co. LLC is administrative agent and certain affiliates of Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are lenders under the Company’s term loan credit agreement. An affiliate of Citigroup Global Markets Inc. is administrative agent and certain affiliates of Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are lenders under the Company’s revolving credit agreement. Morgan Stanley Senior Funding, Inc. is lender under the Company’s bridge loan facility.
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 Current Report and incorporated herein by reference.
The Offering closed on September 26, 2018. The Notes were issued and sold in a registered public offering pursuant to the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-209889), including a prospectus supplement dated September 24, 2018 to the prospectus contained therein dated August 6, 2018, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
Indenture
The Notes were issued pursuant to a supplemental indenture (the “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 Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The 2020 Notes will bear interest at a rate of 3.400% per annum, the 2028 Notes will bear interest at a rate of 4.450% per annum and the 2048 Notes will bear interest at a rate of 5.000% per annum. Interest on the 2020 Notes will be payable semi-annually on March 25 and September 25 of each year, commencing on March 25, 2019. Interest on the 2028 Notes and the 2048 Notes will be payable semi-annually on March 26 and September 26 of each year, commencing on March 26, 2019. The 2020 Notes will mature on September 25, 2020, the 2028 Notes will mature on September 26, 2028 and the 2048 Notes will mature on September 26, 2048.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of any series of Notes then outstanding may declare the unpaid principal of the such series of Notes and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amounts of the Notes together with any accrued and unpaid interest thereon will automatically become and be immediately due and payable.
If the closing of the previously announced acquisition by the Company of Frutarom Industries Ltd. (the “Merger”) has not occurred on or prior to February 7, 2019, or if, prior to such date, the agreement and plan of merger for the Merger is terminated, the Company must redeem all of the Notes at a redemption price equal to 101% of the principal amounts of the Notes, plus accrued and unpaid interest to, but excluding, such redemption date.
