IFF Announces Early Tender Results and Increase of Tender Offers for Certain Outstanding Series of Notes
NEW YORK–(BUSINESS WIRE)– IFF (NYSE: IFF) announced today 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.
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Pool 1 Tender Offers Amended Pool 1 Maximum Amount: $1,100,000,000(1(a)) |
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|
Title of |
CUSIP/ISIN |
Principal Amount
|
Acceptance |
Series Tender Cap(3) |
Principal Amount |
|
1.230% Senior Notes due 2025 |
459506AN1
U45950AE9 |
$1,000,000,000 |
1 |
$500,000,000 |
$849,172,000 |
|
1.832% Senior Notes due 2027 |
459506AP6
U45950AF6 |
$1,200,000,000 |
2 |
$400,000,000 |
$540,985,000 |
|
2.300% Senior Notes due 2030 |
459506AQ4
U45950AG4 |
$1,500,000,000 |
3 |
N/A |
$524,136,000 |
|
4.450% Senior Notes due 2028 |
459506AK7 US459506AK78 |
$400,000,000 |
4 |
N/A |
$115,021,000 |
|
Pool 2 Tender Offers Amended Pool 2 Maximum Amount: $900,000,000(1(b)) |
|||||
|
Title of |
CUSIP/ISIN |
Principal Amount
|
Acceptance |
Series Tender Cap(3) |
Principal Amount |
|
3.468% Senior Notes due 2050 |
459506AS0
U45950AJ8 |
$1,500,000,000 |
1 |
$649,114,000 |
$649,114,000 |
|
3.268% Senior Notes due 2040 |
459506AR2
U45950AH2 |
$750,000,000 |
2 |
$450,000,000 |
$417,599,000 |
|
4.375% Senior Notes due 2047 |
459506AE1
US459506AE19 |
$500,000,000 |
3 |
N/A |
$103,796,000 |
|
5.000% Senior Notes due 2048 |
459506AL5
US459506AL51 |
$800,000,000 |
4 |
N/A |
$294,828,000 |
|
(1) |
|
(a) Represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest in respect of the Pool 1 Notes 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, in respect of the Pool 2 Notes which may be purchased in the Pool 2 Tender Offers. |
|
(2) |
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Subject to the Amended 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. |
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(3) |
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The 1.230% Senior Notes due 2025 will be subject to an aggregate principal amount sublimit of $500,000,000 (the “2025 Notes Series Tender Cap”) and the 1.832% Senior Notes 2027, which was subject to an aggregate principal amount sublimit of $300,000,000 (the “2027 Notes Series Tender Cap”), is now subject to an aggregate principal amount sublimit of $400,000,000 (the “Amended 2027 Notes Series Tender Cap”). The 3.268% Senior Notes due 2040 will be subject to an aggregate principal amount sublimit of $450,000,000 (the “2040 Notes Series Tender Cap”) and the 3.468% Senior Notes due 2050, which was subject to an aggregate principal amount sublimit of $600,000,000 (the “2050 Notes Series Tender Cap”), is now subject to an aggregate principal amount sublimit of $649,114,000 (the “Amended 2050 Notes Series Tender Cap”). The 2025 Notes Series Tender Cap, the Amended 2027 Notes Series Tender Cap, the 2040 Notes Series Tender Cap and the Amended 2050 Notes Series Tender Cap is referred to herein collectively as the “Series Tender Caps”. |
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 forth 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. Rather, subject to the Amended Pool 2 Maximum Amount, the Series Tender Caps and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, IFF expects to accept for purchase $649,114,000 aggregate principal amount of 2050 Notes, $417,599,000 aggregate principal amount of 2040 Notes, and $103,796,000 aggregate principal amount of 2047 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects the 2048 Notes will be prorated. Because the aggregate principal amount of the 2050 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date is equal to the Amended 2050 Series Tender Cap, IFF expects to accept for purchase all of the 2050 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects to accept for purchase all of the 2040 Notes and 2047 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects to purchase the 2048 Notes 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 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 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 any Pool 2 Notes tendered after the Early Tender Date on a subsequent settlement date. The tender offers for the Pool 2 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.
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 plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on May 16, 2025 (the “Price Determination Date”). Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration, which is inclusive of the applicable early tender payment, for Notes accepted for purchase. 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 Early Settlement Date.
Promptly after the Price Determination Date, IFF will issue a news release specifying, among other things, (i) the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of the Early Tender Date and expected to be accepted for purchase in each tender offer, (ii) the proration factor for the 2025 Notes, 2027 Notes, 2030 Notes and 2048 Notes and (iii) the Total Consideration for each series of Notes expected to be accepted for purchase.
All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of IFF.
IFF’s obligation to accept for payment and to pay for Notes validly tendered and not validly withdrawn in the tender offers is subject to the satisfaction of certain conditions described in the Offer to Purchase. IFF reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the tender offers, (ii) extend or terminate any of the tender offers, (iii) further increase or decrease either of the Amended Maximum Amounts and/or increase, decrease or eliminate any of the Series Tender Caps (other than the 2040 Series Tender Cap), or (iv) otherwise further amend any of the tender offers. IFF may take any action described in clauses (i) through (iv) above with respect to one or more tender offers without having to do so for all tender offers.
Information relating to the tender offers
Barclays Capital Inc., BNP Paribas Securities Corp and BofA Securities, Inc. are the lead dealer managers for the tender offers. The other dealer managers for the tender offers are Citigroup Global Markets Inc., Mizuho Securities USA LLC, Wells Fargo Securities, LLC, ING Financial Markets LLC, U.S. Bancorp Investments, Inc. and SMBC Nikko Securities America, Inc. 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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