Item 1.01
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Entry into a Material Definitive Agreement.
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On May 21, 2018, International
Flavors & Fragrances Inc. (the Company) and certain of its subsidiaries entered into an amendment (the Amendment) to its Credit Agreement (as defined below), to facilitate the incurrence of indebtedness by the
Company or its subsidiaries to finance its pending acquisition of Frutarom Industries Ltd. (the Acquisition) by, among other things, (i) increasing the Companys maximum permitted ratio of Net Debt to Consolidated EBITDA from
3.50 to 1.0 to 4.50 to 1.0 after the closing date of the Acquisition (with an additional
step-up
if certain equity offerings are not consummated by the closing date of the Acquisition), stepping down to 3.50
to 1.0 over time and (ii) permitting liens in connection with customary escrow arrangements with respect to the financing to fund the Acquisition.
The amendments were made pursuant to the Credit Agreement, dated as of November 9, 2011 and amended and restated as of December 2,
2016, among the Company, certain of its subsidiaries, the banks, financial institutions and other institutional lenders party thereto, and Citibank, N.A. as administrative agent (the Credit Agreement).
The lenders and other financial institutions that are party to the Amendment and their respective affiliates engage in financial advisory,
investment banking, commercial banking or other transactions of a financial nature with the Company and its subsidiaries, including the provision of advisory services for which they receive certain fees, expense reimbursements or other payments.
The foregoing description of the Amendment is qualified in its entirety by the copy thereof which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
Cautionary Statement Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements regarding IFFs expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management and statements containing the words such as anticipate, approximate, believe, plan, estimate, expect,
project, could, should, will, intend, may and other similar expressions, are forward-looking statements. Statements in this communication concerning IFFs business outlook
or future economic performance, anticipated profitability, revenues, expenses or other financial items, and product or services line growth, together with other statements that are not historical facts, are forward-looking statements that are
estimates reflecting the best judgment of IFF based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ
materially from IFFs expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon managements current expectations and include known and unknown
risks, uncertainties and other factors, many of which IFF is unable to predict or control, that may cause IFFs actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such
forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in IFFs filings with the Securities and Exchange Commission (the SEC).
Factors that may affect IFFs plans, results or stock price are set forth in IFFs Annual Report on
Form 10-K, Quarterly
Reports on
Form 10-Q and
Current Reports on
Form 8-K.
Many of these factors are beyond IFFs control and IFF cautions investors that any forward-looking
statements made by IFF are not guarantees of future performance. IFF disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or
developments.