IFF Announces Tender Offer Pricing for Specific Note Series
NEW YORK – May 16, 2025 – International Flavors & Fragrances Inc. (NYSE: IFF), a global leader in food, beverage, scent, and pharmaceutical ingredient solutions, has announced the Total Consideration payable under its previously disclosed cash tender offers. These offers relate to the repurchase of up to $2 billion in outstanding senior notes, as part of IFF’s ongoing effort to strengthen its balance sheet and optimize its capital structure.
The tender offers, which were launched earlier this month, consist of two groups of notes. The first group, referred to as “Pool 1 Notes,” includes debt maturing between 2025 and 2030. The second group, or “Pool 2 Notes,” includes longer-dated maturities extending from 2040 to 2050. IFF set maximum purchase limits of $1.1 billion for Pool 1 Notes (the “Amended Pool 1 Maximum Amount”) and $900 million for Pool 2 Notes (the “Amended Pool 2 Maximum Amount”), exclusive of accrued and unpaid interest.
The tender offers are governed by the Offer to Purchase dated May 2, 2025, as modified by the company’s subsequent announcement on May 16, 2025. The Early Tender Date, which marked the deadline for holders to receive the full Total Consideration for tendered securities, expired at 5:00 p.m. New York City time on May 15, 2025.
Summary of Tender Activity and Acceptance
IFF received strong participation in both pools of the tender offers. The amount of notes tendered prior to the Early Tender Date exceeded the maximum amounts the company is prepared to repurchase. As a result, the company will accept only a portion of the validly tendered notes, prioritizing acceptance according to predefined “Acceptance Priority Levels” and “Series Tender Caps.”
Pool 1 Notes – Up to $1.1 Billion
Pool 1 consists of the following series:
- 1.230% Senior Notes due 2025
- 1.832% Senior Notes due 2027
- 4.450% Senior Notes due 2028
- 2.300% Senior Notes due 2030
IFF confirmed that the total value of valid tenders for Pool 1 exceeded the $1.1 billion maximum. Consequently, the company will repurchase a total of $1.166 billion in principal amount, broken down as follows:
- 2025 Notes: $500 million accepted on a prorated basis with a proration factor of approximately 58.91%.
- 2027 Notes: $400 million accepted, also on a prorated basis with a proration factor of 73.97%.
- 2030 Notes: $266.678 million accepted, with a proration factor of about 50.90%.
- 2028 Notes: Not accepted due to lower priority and cap limitations.
Notes tendered after the Early Tender Date are not expected to be accepted, as the pool’s capacity has already been met.
Pool 2 Notes – Up to $900 Million
Pool 2 includes the following longer-dated notes:
- 3.268% Senior Notes due 2040
- 4.375% Senior Notes due 2047
- 5.000% Senior Notes due 2048
- 3.468% Senior Notes due 2050
Like Pool 1, Pool 2 was oversubscribed. IFF expects to purchase a total of approximately $1.285 billion in principal value, within the $900 million cap (exclusive of interest). Accepted tenders include:
- 2050 Notes: $649.114 million accepted in full, as it matched the 2050 Series Tender Cap.
- 2040 Notes: $417.599 million accepted in full.
- 2047 Notes: $103.796 million accepted in full.
- 2048 Notes: $115.138 million accepted on a prorated basis with a proration factor of approximately 39.11%.
Similar to Pool 1, any Pool 2 Notes tendered after the Early Tender Date are not expected to be accepted due to the cap being reached.
Funding and Settlement
IFF will fund the repurchase using proceeds from the recently completed sale of its Pharma Solutions business, which closed on May 1, 2025. The company has scheduled the Early Settlement Date for May 20, 2025, at which time eligible holders whose notes were accepted for purchase will receive the Total Consideration, including accrued and unpaid interest up to, but not including, the settlement date.
All notes accepted for repurchase will be cancelled and retired, eliminating these obligations from IFF’s balance sheet.
Additional Terms and Conditions
IFF’s tender offers are subject to conditions as outlined in the Offer to Purchase. The company retains the right to:
- Waive any or all conditions
- Extend or terminate any of the tender offers
- Modify the maximum purchase amounts or Series Tender Caps (excluding the cap on the 2040 Notes)
- Amend the terms of the tender offers at its discretion
Any such changes may apply to one or more offers independently.
Contact and Information
The lead dealer managers for these transactions are Barclays Capital Inc., BNP Paribas Securities Corp., and BofA Securities, Inc. Supporting dealer managers include 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.
Questions related to the tender offers can be directed to:
- Barclays Capital Inc.: (800) 438-3242 or [email protected]
- BNP Paribas Securities Corp.: (888) 210-4358 or [email protected]
- BofA Securities, Inc.: (888) 292-0070 or [email protected]
D.F. King & Co., Inc. is acting as the tender and information agent. Noteholders seeking assistance may contact D.F. King at (877) 478-5045 (toll-free) or by email at [email protected].
The Offer to Purchase, which contains detailed instructions and disclosures, is available free of charge from D.F. King and should be reviewed thoroughly by noteholders before making any decisions.
Legal Disclaimer
This press release is for informational purposes only and does not constitute an offer or solicitation to sell or buy any of the securities described herein. The tender offers are being made exclusively under the terms and conditions set forth in the Offer to Purchase. No action is being taken in any jurisdiction where such action would be illegal or restricted.
Forward-Looking Statements
This announcement contains “forward-looking statements” under U.S. federal securities laws, including projections related to the tender offers and financial performance. These statements are based on current expectations and involve risks and uncertainties. IFF undertakes no obligation to revise or update these forward-looking statements following the date of this release, except as required by law.
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