IFF Announces Pricing of $1,500,000,000 Senior Notes Offering
September 24 2018 - 06:25PM
Business Wire
Regulatory News:
International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext
Paris: IFF), a leading innovator of sensorial experiences that move
the world, today announced that it has priced its public offering
of $300,000,000 aggregate principal amount of its 3.400% senior
notes due 2020, $400,000,000 aggregate principal amount of its
4.450% senior notes due 2028 and $800,000,000 aggregate principal
amount of its 5.000% senior notes due 2048. IFF intends to use the
net proceeds from the offering to pay a portion of the
consideration for the previously announced merger with Frutarom
Industries Ltd. and to pay related fees and expenses. IFF
anticipates that the offering will close on September 26, 2018,
subject to customary closing conditions.
The offering is not contingent upon the consummation of the
merger. 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 with Frutarom is terminated, IFF will be required to
redeem all of the notes on the special mandatory redemption date at
a redemption price equal to 101% of the aggregate principal amount
of the notes, plus accrued and unpaid interest to, but excluding,
the special mandatory redemption date.
Morgan Stanley & Co. LLC, BNP Paribas Securities Corp.,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
acting as joint book-running managers for the offering. Citizens
Capital Markets, Inc., ING Financial Markets LLC, MUFG Securities
Americas Inc., U.S. Bancorp Investments, Inc., Wells Fargo
Securities, LLC, HSBC Securities (USA) Inc. and Standard Chartered
Bank are acting as co-managers for the offering. The offering is
being made pursuant to an effective shelf registration statement on
Form S-3 filed with the Securities and Exchange Commission (“SEC”).
The offering may only be made by means of the prospectus supplement
relating to the offering and the accompanying prospectus. A copy of
the prospectus supplement for the offering and the accompanying
prospectus can be obtained by contacting Morgan Stanley & Co.
LLC, Prospectus Department, 180 Varick Street, 2nd Floor, New York,
New York 10014; BNP Paribas Securities Corp., 787 Seventh Avenue,
New York, New York 10019, Attention: Syndicate Desk or by calling
212-841-2871 or (toll free) 1-800-854-5674; Citigroup Global
Markets Inc. toll-free at 1-800-831-9146, or by mail at Citigroup,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717; or J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions 1155 Long Island Avenue, Edgewood, NY 11717, or
via telephone: 1-866-803-9204.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Meet IFF
International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext
Paris:IFF) is a leading innovator of sensorial experiences that
move the world. At the heart of our company, we are fueled by a
sense of discovery, constantly asking “what if?”. That passion for
exploration drives us to co-create unique products that consumers
taste, smell, or feel in fine fragrances and beauty, detergents and
household goods, as well as beloved foods and beverages. Our 7,300
team members globally take advantage of leading consumer insights,
research and development, creative expertise, and customer intimacy
to develop differentiated offerings for consumer products.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes “forward-looking statements” under
the Federal Private Securities Litigation Reform Act of 1995,
including the completion and timing of the offering described, the
anticipated use of proceeds from the offering and completion of the
merger. These statements involve risks and uncertainties that could
cause actual results to differ materially, including, but not
limited to, the ability to satisfy customary closing conditions
with respect to the offering, prevailing market conditions, and the
impact of general economic, industry or political conditions in the
United States or internationally. Additional risks and
uncertainties relating to the offering, IFF and its business can be
found in IFF’s SEC filings, including IFF’s Annual Report on Form
10-K for the year ended December 31, 2017 filed with the Commission
on February 27, 2018. IFF undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
International Flavors & Fragrances Inc.521 West 57th
StreetNew York, NY 10019
T +212.765.5500F +212.708.7132iff.com
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version on businesswire.com: https://www.businesswire.com/news/home/20180924006052/en/
International Flavors & Fragrances Inc.Michael DeVeau,
212-708-7164VP, Global Corporate Strategy, Investor Relations &
CommunicationsMichael.DeVeau@iff.com
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