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International Flavors & Fragrances 8-K Report, Material Agreement (Jun 23, 2026)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed June 23, 2026
Period End
June 23, 2026
Security
IFF
In the record · 2016–202610-K1110-Q338-K151

IFF filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 151 current reports (8-K) between 2016 and 2026.

  1. Restructuring8-K · Feb ’17Feb ’17
  2. Deal closed8-K · Oct ’18Oct ’18
  3. Leadership change8-K · Sep ’21Sep ’21
  4. Leadership change8-K · Aug ’25Aug ’25

01—Abstract

Summary

Summary of the 8-K filed June 23, 2026. Cited figures are marked; the original filing is the authoritative source.

International Flavors & Fragrances Inc. entered into a Term Loan Credit Agreement on June 23, 2026 with Wells Fargo Bank, National Association, as administrative agent, providing a $1,000,000,000a senior unsecured delayed draw term loan facility.

The facility allows a single U.S. dollar borrowing available through September 25, 2026, matures on December 31, 2027, and cannot be reborrowed. Proceeds, together with cash on hand, will be used to refinance the Company's €800 million aggregate principal amount of 1.800%b Senior Notes due September 25, 2026. Borrowings bear interest at Term SOFR plus an applicable margin of 0.875% to 1.500% per annum, or at the Company's option a base rate plus 0.000% to 0.500%, based on its public debt ratings, with no commitment fee.

The agreement requires mandatory prepayment of 100% of net cash proceeds from a material sale of the Food Ingredients business segment, which the Company has previously disclosed it agreed to sell for approximately $3.8 billionc in net cash proceeds, with closing expected by the end of the second quarter of 2027. Commitments are automatically reduced by any such proceeds received before funding. Covenants, including a maximum net debt to consolidated EBITDA ratio of 3.75 to 1.00, are substantially consistent with the Company's existing $2,000,000,000 revolving credit facility.

For investors, the filing shows the Company pre-arranging refinancing of its September 2026 euro notes and tying the new facility's repayment to the planned Food Ingredients divestiture. The filing also notes that certain lenders and their affiliates have provided and may continue to provide commercial banking, investment banking, and other advisory services for the Company for customary fees.

02—Key points

Key Highlights

  1. Entered a $1.0 billion senior unsecured delayed draw term loan facility with Wells Fargo Bank, National Association, as administrative agent, dated June 23, 2026.
  2. Facility is available for a single U.S. dollar borrowing through September 25, 2026, matures December 31, 2027, and amounts repaid cannot be reborrowed.
  3. Proceeds, together with cash on hand, will refinance the €800 million 1.800% Senior Notes due September 25, 2026.
  4. Interest at Term SOFR plus 0.875% to 1.500% per annum (or base rate plus 0.000% to 0.500%), based on public debt ratings; no commitment fee.
  5. Mandatory prepayment of 100% of net cash proceeds from a sale of a material portion of the Food Ingredients business, which is expected to generate approximately $3.8 billion and close by the end of Q2 2027.
  6. Financial covenant requires maximum net debt to consolidated EBITDA of 3.75 to 1.00; terms are substantially consistent with the existing $2.0 billion revolving credit facility dated June 25, 2025 with Citibank, N.A.
  7. Certain lenders and their affiliates have provided and may provide commercial banking, investment banking, and financial advisory services for customary fees.

03—Questions

Frequently Asked Questions

  1. What is the purpose of the new term loan facility?

    Proceeds, together with cash on hand, will be used to refinance the Company's €800 million 1.800% Senior Notes due September 25, 2026.

  2. How much can the Company borrow and when must it be repaid?

    The facility provides up to $1.0 billion in a single U.S. dollar borrowing available through September 25, 2026, and matures on December 31, 2027. Borrowed amounts may not be reborrowed.

  3. How does the Food Ingredients sale affect the facility?

    The Company must prepay the facility with 100% of net cash proceeds from a sale of a material portion of the Food Ingredients business within ten business days of receipt. If proceeds are received before funding, commitments are automatically reduced by an equal amount. The Company has said the sale is expected to generate approximately $3.8 billion in net cash proceeds and close by the end of the second quarter of 2027.

  4. What is the cost of borrowing under the facility?

    Borrowings bear interest at Term SOFR plus a margin of 0.875% to 1.500% per annum, or at the Company's option a base rate plus 0.000% to 0.500%, depending on the Company's public debt ratings. No commitment fee is payable.

  5. What financial covenant applies to the facility?

    The Company must maintain a maximum ratio of net debt to consolidated EBITDA of 3.75 to 1.00. Other terms are substantially consistent with the existing $2.0 billion revolving credit facility.

04—Continue

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