PROSPECTUS SUPPLEMENT
(to Prospectus dated
August 6, 2018)
1,100,000,000
INTERNATIONAL FLAVORS & FRAGRANCES INC.
300,000,000 0.500% Senior Notes due 2021
800,000,000 1.800% Senior Notes due 2026
We are offering
300,000,000 aggregate principal amount of 0.500% Senior Notes due 2021 (the 2021 notes) and 800,000,000 aggregate principal amount of 1.800% Senior Notes due 2026 (the 2026 notes and, together with
the 2021 notes, the notes). The 2021 notes will bear interest at a rate of 0.500% per annum and will mature on September 25, 2021. The 2026 notes will bear interest at a rate of 1.800% per annum and will mature
on September 25, 2026. Interest on the notes will accrue from September 25, 2018, and will be payable annually in cash in arrears on September 25 of each year, beginning on September 25, 2019.
We may, at our option, redeem the notes in whole or in part at any time or from time to time prior to maturity at the redemption price described in the section
Description of the NotesOptional Redemption in this prospectus supplement. In addition, we may redeem all, but not part, of the notes in the event of certain changes in tax laws of the United States and other jurisdictions. Upon an
occurrence of a Change of Control Triggering Event (as defined herein), we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not
including, the date of repurchase.
On May 7, 2018, International Flavors & Fragrances Inc. (IFF) entered into an Agreement and
Plan of Merger (the Merger Agreement) with Frutarom Industries Ltd., a company organized under the laws of the State of Israel (Frutarom), and Icon Newco Ltd., a company organized under the laws of the State of Israel and a
wholly owned subsidiary of IFF (Merger Sub). Pursuant to the Merger Agreement, subject to the satisfaction or waiver of specified conditions, and in accordance with the Companies Law 5759-1999 of the State of Israel (together with the
rules and regulations thereunder, the ICL), Merger Sub will merge with and into Frutarom (the Merger), with Frutarom continuing as the surviving company in the Merger and a wholly owned subsidiary of IFF.
This notes offering is not contingent on the completion of the Merger or any additional financing. However, if the closing of the Merger has not occurred on or
prior to February 7, 2019, or, if prior to such date, the Merger Agreement is terminated, we will be required to redeem all of the notes on the Special Mandatory Redemption Date (as defined herein) at a redemption price equal to 101% of the
aggregate principal amount of the notes, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date. See Description of the NotesSpecial Mandatory Redemption.
The notes are our direct, unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding.
Currently there is no public market for the notes. We intend to apply to list the notes on the New York Stock Exchange (the
NYSE). The listing application will be subject to approval by the NYSE. If such listing is obtained, we have no obligation to maintain such listing, and we may delist the notes at any time. We expect trading in the notes on the NYSE to
begin within 30 days after the initial issuance of the notes.
Investing in the notes
involves significant risks. See
Risk Factors
in this prospectus supplement and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, including our Annual
Report on Form
10-K
for the year ended December 31, 2017.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
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Per 2021
Note
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Total for 2021
Notes
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Per 2026
Note
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Total for 2026
Notes
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Public offering price
(1)
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99.896
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%
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299,688,000
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99.911
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%
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799,288,000
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Underwriting discount
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0.450
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%
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1,350,000
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0.625
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%
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5,000,000
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Proceeds, before expenses, to International Flavors & Fragrances Inc.
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99.446
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%
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298,338,000
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99.286
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%
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794,288,000
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(1)
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Plus accrued interest, if any, from September 25, 2018, if settlement occurs after that date.
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We expect that delivery of the notes will be made to investors in book-entry form through a common depository for Clearstream Banking,
société anonyme
, and Euroclear Bank, S.A./N.V., against payment on or about September 25, 2018.
Joint
Book-Running Managers
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Morgan Stanley
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BNP PARIBAS
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Citigroup
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J.P. Morgan
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Co-Managers
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Citizens Capital Markets
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ING
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MUFG
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US Bancorp
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Wells Fargo Securities
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HSBC
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Standard Chartered Bank
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The date of this prospectus supplement is September 20, 2018.