Item 1.01
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Entry into a Material Definitive Agreement.
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On September 12, 2018, International Flavors & Fragrances Inc. (the Company) entered into an underwriting agreement
(the Common Stock Underwriting Agreement), dated September 12, 2018, among the Company and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives (the Common Stock
Representatives) of the several underwriters named in Schedule I thereto (the Common Stock Underwriters), pursuant to which the Company agreed to sell 11,516,315 shares of its common stock, par value $0.125 per share (Common
Stock) at a public offering price of $130.25 per share (the Common Stock Offering). In connection with the Common Stock Offering, the Company granted the Common Stock Underwriters a
30-day
option to purchase up to an additional 1,151,632 shares of its Common Stock (the Common Stock Option). In addition, on September 12, 2018, the Company entered into an underwriting agreement (the Units Underwriting
Agreement and, together with the Common Stock Underwriting Agreement, the Underwriting Agreements), dated September 12, 2018, among the Company and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC, as representatives (the Units Representatives) of the several underwriters named in Schedule I thereto (the Units Underwriters and, together with the Common Stock Underwriters, the
Underwriters), pursuant to which the Company agreed to sell 15,000,000 6.00% tangible equity units (the Units) at a public offering price of $50.00 per Unit (the Units Offering). In connection with the Units
Offering, the Company granted the Units Underwriters a
30-day
option to purchase up to an additional 1,500,000 Units, solely to cover over-allotments, if any (the Units Option). The Underwriting
Agreements include customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreements, the Company has agreed to indemnify the Underwriters against certain liabilities.
On September 13, 2018, the Common Stock Representatives notified the Company, on behalf of the Common Stock Underwriters, that the Common
Stock Underwriters had elected to exercise their Common Stock Option in full. As a result, the Company issued and sold a total of 12,667,947 shares of its Common Stock, including 1,151,632 shares for which the Common Stock Option had been exercised
in full. In addition, on September 13, 2018, the Units Representatives notified the Company, on behalf of the Units Underwriters, that the Units Underwriters had elected to exercise their Units Option in full. As a result, the Company issued
and sold a total of 16,500,000 Units, including 1,500,000 Units for which the Units Option had been exercised in full. The Common Stock Offering and the Units Offering closed on September 17, 2018.
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
Companys financial adviser in connection with the Merger (as defined below). Morgan Stanley & Co. LLC is administrative agent and certain affiliates of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC are lenders under the Companys term loan credit agreement. Citibank, N.A. is administrative agent and certain affiliates of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
lenders under the Companys revolving credit agreement. Morgan Stanley Senior Funding, Inc. is lender under the Companys bridge loan facility.
The sale of Common Stock and Units was made pursuant to the Companys Registration Statement on Form
S-3
(Registration
No. 333-209889),
including prospectus supplements each dated September 12, 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.
Units
The Company issued the Units and Purchase Contracts (as defined below) under a purchase contract agreement (the Purchase
Contract Agreement), dated as of September 17, 2018, between the Company and U.S. Bank National Association, as purchase contract agent, as
attorney-in-fact
for holders of Purchase Contracts (as defined below) and as trustee under the indenture referred to below. The Company issued the Amortizing Notes (as defined below) under an indenture dated as of March 2, 2016 (the Base Indenture),
as supplemented by a supplemental indenture dated as of September 17, 2018 (the Supplemental Indenture and, together with the Base Indenture, the Indenture), each between the Company and U.S. Bank National Association,
as trustee.