IFF (NYSE: IFF) announced today the commencement of tender offers to purchase for cash certain of its outstanding series of notes listed in the tables below (collectively, the “Notes”) for an aggregate purchase price, excluding accrued and unpaid interest, of up to $1.8 billion.
Pool 1 Tender Offers Pool 1 Maximum Amount: $1.0 billion(1(a)) |
|||||||||
Title of Security |
CUSIP/ISIN |
Principal Amount Outstanding(in millions) |
Acceptance Priority Level(2) |
Series Tender Cap(3) |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread(4) |
Early Tender Payment (4)(5) |
|
1.230% Senior Notes due 2025 |
459506AN1
|
$1,000 |
1 |
$500 million |
5.000% UST due 9/30/25 |
FIT3 |
+ 0 bps |
$30 |
|
1.832% Senior Notes due 2027 |
459506AP6
|
$1,200 |
2 |
$300 million |
3.750% UST due 4/30/27 |
FIT1 |
+ 75 bps |
$30 |
|
2.300% Senior Notes due 2030 |
459506AQ4
|
$1,500 |
3 |
N/A |
3.875% UST due 4/30/30 |
FIT1 |
+ 110 bps |
$30 |
|
4.450% Senior Notes due 2028 |
459506AK7
|
$400 |
4 |
N/A |
3.750% UST due 4/15/28 |
FIT1 |
+ 95 bps |
$30 |
|
Pool 2 Tender Offers Pool 2 Maximum Amount: $800 million(1(b)) |
|||||||||
Title of Security |
CUSIP/ISIN |
Principal Amount Outstanding (in millions) |
Acceptance Priority Level(2) |
Series Tender Cap(3) |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread(4) |
Early Tender Payment (4)(5) |
|
3.468% Senior Notes due 2050 |
459506AS0
|
$1,500 |
1 |
$600 million |
4.500% UST due 11/15/54 |
FIT1 |
+ 135 bps |
$30 |
|
3.268% Senior Notes due 2040 |
459506AR2
|
$750 |
2 |
$450 million |
4.625% UST due 2/15/35 |
FIT1 |
+ 165 bps |
$30 |
|
4.375% Senior Notes due 2047 |
459506AE1
|
$500 |
3 |
N/A |
4.750% UST due 2/15/45 |
FIT1 |
+ 145 bps |
$30 |
|
5.000% Senior Notes due 2048 |
459506AL5
|
$800 |
4 |
N/A |
4.750% UST due 2/15/45 |
FIT1 |
+ 140 bps |
$30 |
|
(1) |
(a) Represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest (the “Pool 1 Maximum Amount”), in respect of the 1.230% Senior Notes due 2025, 1.832% Senior Notes due 2027, 4.450% Senior Notes due 2028 and 2.300% Senior Notes due 2030, which may be purchased in the Pool 1 Tender Offers. |
|
(b) Represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum Amount, the “Maximum Amounts”), in respect of the 3.268% Senior Notes due 2040, 4.375% Senior Notes due 2047, 5.000% Senior Notes due 2048 and 3.468% Senior Notes due 2050, which may be purchased in the Pool 2 Tender Offers. |
||
(2) |
Subject to the Maximum Amounts, the Series Tender Caps (as defined below) and proration, if applicable, the principal amount of each series of Notes that is purchased in each tender offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column. |
|
(3) |
The 1.230% Senior Notes due 2025 will be subject to an aggregate principal amount sublimit of $500 million (the “2025 Notes Series Tender Cap”) and the 1.832% Senior Notes 2027 will be subject to an aggregate principal amount sublimit of $300 million (the “2027 Notes Series Tender Cap”). The 3.268% Senior Notes due 2040 will be subject to an aggregate principal amount sublimit of $450 million the “2040 Notes Series Tender Cap”) and the 3.468% Senior Notes due 2050 will be subject to an aggregate principal amount sublimit of $600 million (the “2050 Notes Series Tender Cap” and, together with the 2025 Notes Series Tender Cap, the 2027 Notes Series Tender Cap and the 2040 Notes Series Tender Cap, the “Series Tender Caps”). |
|
(4) |
The Total Consideration (as defined below) for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable accrued interest, which will be payable in addition to the applicable Total Consideration. |
|
(5) |
Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase. |
The tender offers are being made upon the terms, and subject to the conditions, described in the offer to purchase dated May 2, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the tender offers. IFF reserves the right, but is under no obligation, to increase or decrease either of the Maximum Amounts and/or increase, decrease or eliminate any of the Series Tender Caps (other than to the 2040 Series Tender Cap) in the tables above in its sole discretion, at any time, without extending or reinstating withdrawal rights, subject to compliance with applicable law.
The tender offers for the 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 (such date and time, as it may be extended with respect to a tender offer, the “Expiration Date”), unless earlier terminated. Holders of Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on May 15, 2025 (such date and time, as it may be extended with respect to a tender offer, the applicable “Early Tender Date”), to be eligible to receive the applicable Total Consideration, which is inclusive of an amount in cash equal to the applicable amount set forth in the tables above under the heading “Early Tender Payment” (the “Early Tender Payment”), plus accrued and unpaid interest. If a holder validly tenders Notes after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below), plus accrued and unpaid interest.
The applicable consideration (the “Total Consideration”) offered per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable tender offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes set forth in the tables above (the “Fixed Spread”) plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security as displayed on the applicable Bloomberg Reference Page specified in the tables above at 10:00 a.m., New York City time, on May 16, 2025. The “Late Tender Offer Consideration” for each series of Notes is equal to the Total Consideration minus the Early Tender Payment for each series of Notes. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.
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.
The tender offers will expire on the applicable Expiration Date. Provided that the conditions of the applicable tender offer are satisfied, and except as set forth below, payment for the Notes validly tendered prior to or at the Expiration Date, and accepted for purchase, will be made on a date promptly following the Expiration Date, which is anticipated to be June 4, 2025, the second business day after the Expiration Date. IFF reserves the right, in its sole discretion, to make payment for Notes validly tendered prior to or at the Early Tender Date and accepted for purchase on an earlier settlement date, which, if applicable, is currently anticipated to be May 20, 2025, the third business day after the Early Tender Date.
Tendered Notes may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on May 15, 2025, unless extended or earlier terminated by IFF.
All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of IFF.
The tender offers are subject to the satisfaction or waiver of certain conditions, which are specified in the Offer to Purchase. The tender offers are not conditioned on any minimum principal amount of Notes being tendered.
Information relating to the tender offers
The Offer to Purchase is being distributed to holders beginning today. Barclays Capital Inc., BofA Securities, Inc. and BNP Paribas Securities Corp. are the lead dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may contact Barclays Capital Inc. at (800) 438-3242 or by email at us.lm@barclays.com, BNP Paribas Securities Corp. at (888) 210-4358 or by email at dl.us.liability.management@us.bnpparibas.com or BofA Securities, Inc. at (888) 292-0070 or (980) 387-3907 or by email at debt_advisory@bofa.com. D.F. King & Co., Inc. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering Notes may contact the tender and information agent by email at IFF@dfking.com, or by phone at (212) 269-5550 (for banks and brokers only) or (877) 478-5045 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
The full details of the tender offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling (212) 269-5550 (for banks and brokers only) or (877) 478-5045 (for all others, toll-free).
This news release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of IFF or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee, with respect to any series of Notes, is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the tender offers, and, if so, the principal amount of Notes to tender.
Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
This press release contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as ""plan", "expect," "anticipate," "intend," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to update the forward-looking statement to reflect subsequent events or circumstances.
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