International Announces Flavors & Fragrances Inc. (NYSE: IFF), a leading innovator of sensory experiences through flavors, fragrances, and nutrition, has announced the commencement of a series of cash tender offers for several of its outstanding debt securities. The company is offering to purchase select series of notes, collectively referred to as the “Notes,” for an aggregate purchase price of up to $1.8 billion, excluding any accrued and unpaid interest.
The tender offers are being carried out in accordance with the terms and conditions detailed in the company’s Offer to Purchase, dated May 2, 2025. Announces This document, which may be amended or supplemented at IFF’s discretion, provides comprehensive information regarding the structure and execution of the offers.
Key Terms of the Tender Offers
The tender offers apply to specific series of notes, which are listed in tables included in the Offer to Purchase. The maximum aggregate purchase amount is capped at $1.8 billion, and each individual series of notes may be subject to a specified Series Tender Cap, limiting the amount of each series that can be accepted. However, IFF reserves the right to modifyAnnounces the Maximum Amounts or any of the Series Tender Caps—except for the cap related to the 2040 notes—without extending or reinstating withdrawal rights, subject to applicable law.
Timeline and Participation Requirements
The tender offers will remain open until 5:00 p.m. (New York City time) on June 2, 2025, unless extended or terminated earlier by the company. This deadline is referred to as the Expiration Date.
To receive the Total Consideration, which includes an Early Tender Payment, holders must validly tender their notes no later than 5:00 p.m. (New York City time) on May 15, 2025, known as the Early Tender Date. Investors who tender their notes after this date but before Announces the Expiration Date will receive the Late Tender Offer Consideration, which is the Total Consideration minus the Early Tender Payment. In all cases, accrued and unpaid interest will be added to the purchase price.
The specific amount of Total Consideration per $1,000 principal amount of each series of Notes will be calculated using the Fixed Spread applicable to each series. Announces This spread will be added to the yield based on the bid-side price of the relevant U.S. Treasury Reference Security, as listed on Bloomberg at 10:00 a.m. (New York City time) on May 16, 2025.
Funding and Settlement
IFF intends to fund these tender offers using cash proceeds from the recently completed sale of its Pharma Solutions business, which closed on May 1, 2025. The company had previously announced its intention to divest this unit to streamline operations and focus on its core fragrance, flavor, and nutrition segments.
Assuming all offer conditions are met, IFF expects to settle validly tendered and accepted notes on or around June 4, 2025, two business days following the Expiration Date. However, IFF retains the right to settle early tendered and accepted notes on an earlier settlement date, currently anticipated to be May 20, 2025, which is three business days after the Early Tender Date.
Investors may withdraw their tendered notes at any time before 5:00 p.m. (New York City time) on May 15, 2025, but not afterward, unless withdrawal rights are extended or reinstated due to a material change in the offer.
All notes accepted and purchased through the tender offers will be retired and canceled, and will no longer remain outstanding obligations of the company.
No Minimum Tender Conditions
The tender offers are not conditioned on a minimum amount of notes being tendered. However, they are subject to the satisfaction—or waiver—of various other conditions outlined in the Offer to Purchase.
