IFF Announces Pricing of Tender Offers For Certain Outstanding Series of Notes

IFF (NYSE: IFF) announced today the Total Consideration (as defined below) payable in connection with its previously announced tender offers to purchase for cash: (i) up to $1,100,000,000 aggregate purchase price, excluding accrued and unpaid interest (the “Amended Pool 1 Maximum Amount”), of its 1.230% Senior Notes due 2025 (the “2025 Notes”), 1.832% Senior Notes due 2027 (the “2027 Notes”), 4.450% Senior Notes due 2028 (the “2028 Notes”) and 2.300% Senior Notes due 2030 (the “2030 Notes” and collectively with the 2025 Notes, the 2027 Notes and the 2028 Notes, the “Pool 1 Notes”) and (ii) up to $900,000,000 aggregate purchase price, excluding accrued and unpaid interest (the “Amended Pool 2 Maximum Amount” and, together with the Amended Pool 1 Maximum Amount, the “Amended Maximum Amounts”), of its 3.268% Senior Notes due 2040 (the “2040 Notes”), 4.375% Senior Notes due 2047 (the “2047 Notes”), 5.000% Senior Notes due 2048 (the “2048 Notes”) and 3.468% Senior Notes due 2050 (the “2050 Notes” and collectively with the 2040 Notes, the 2047 Notes and the 2048 Notes, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Notes”), subject to prioritized acceptance levels listed in the table below (“Acceptance Priority Levels”), Series Tender Caps (as defined below), if applicable, and the terms and conditions of the tender offers.

The table below sets forth, among other things, the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on May 15, 2025 (the “Early Tender Date”) and expected to be accepted for purchase in each tender offer, the approximate proration factor for such Notes and the Total Consideration for each series of such Notes, as calculated at 10:00 a.m., New York City time, today, May 16, 2025.

Pool 1 Tender Offers Amended Pool 1 Maximum Amount: $1,100,000,000(1(a))
Title of Security	CUSIP/ISIN	Principal Amount Outstanding	Acceptance Priority Level(2)	Series Tender Cap(3)	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Reference Yield	Principal Amount Tendered at Early Tender Date	Principal Amount Expected to be Accepted	Approximate Proration Factor	Total Consideration (4)(5)
1.230% Senior Notes due 2025	459506AN1 U45950AE9	$1,000,000,000	1	$500,000,000	5.000% UST due 9/30/25	FIT3	+ 0 bps	4.385%	$849,172,000	$500,000,000	58.91%	$988.67
1.832% Senior Notes due 2027	459506AP6 U45950AF6	$1,200,000,000	2	$400,000,000	3.750% UST due 4/30/27	FIT1	+ 75 bps	3.936%	$540,985,000	$400,000,000	73.97%	$935.84
2.300% Senior Notes due 2030	459506AQ4 U45950AG4	$1,500,000,000	3	N/A	3.875% UST due 4/30/30	FIT1	+ 110 bps	4.019%	$524,136,000	$266,678,000	50.90%	$867.44

Pool 2 Tender Offers Amended Pool 2 Maximum Amount: $900,000,000(1(b))
Title of Security	CUSIP/ISIN	Principal Amount Outstanding	Acceptance Priority Level(2)	Series Tender Cap(3)	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Reference Yield	Principal Amount Tendered at Early Tender Date	Principal Amount Expected to be Accepted	Approximate Proration Factor	Total Consideration (4)(5)
3.468% Senior Notes due 2050	459506AS0 U45950AJ8	$1,500,000,000	1	$649,114,000	4.500% UST due 11/15/54	FIT1	+ 135 bps	4.884%	$649,114,000	$649,114,000	N/A	$648.85
3.268% Senior Notes due 2040	459506AR2 U45950AH2	$750,000,000	2	$450,000,000	4.625% UST due 2/15/35	FIT1	+ 165 bps	4.397%	$417,599,000	$417,599,000	N/A	$723.10
4.375% Senior Notes due 2047	459506AE1 US459506AE19	$500,000,000	3	N/A	4.750% UST due 2/15/45	FIT1	+ 145 bps	4.889%	$103,796,000	$103,796,000	N/A	$768.50
5.000% Senior Notes due 2048	459506AL5 US459506AL51	$800,000,000	4	N/A	4.750% UST due 2/15/45	FIT1	+ 140 bps	4.889%	$294,828,000	$115,138,000	39.11%	$843.23

(1) (a) Represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest, in respect of the Pool 1 Notes.

(b) Represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest, in respect of the Pool 2 Notes.

(2) Subject to the Amended Maximum Amounts, the Series Tender Caps (as define below) and proration, if applicable, the principal amount of each series of Notes that is purchased in each tender offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.

(3) The 1.230% Senior Notes due 2025 will be subject to an aggregate principal amount sublimit of $500,000,000 (the “2025 Notes Series Tender Cap”) and the 1.832% Senior Notes 2027 will be subject to an aggregate principal amount sublimit of $400,000,000 (the “Amended 2027 Notes Series Tender Cap”). The 3.268% Senior Notes due 2040 will be subject to an aggregate principal amount sublimit of $450,000,000 the “2040 Notes Series Tender Cap”) and the 3.468% Senior Notes due 2050 will be subject to an aggregate principal amount sublimit of $649,114,000 (the “Amended 2050 Notes Series Tender Cap” and, together with the 2025 Notes Series Tender Cap, the Amended 2027 Notes Series Tender Cap and the 2040 Notes Series Tender Cap, the “Series Tender Caps”).

(4) Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase.

(5) The Total Consideration for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable fixed spread specified in the table above and is inclusive of the Early Tender Payment of $30.00 per $1,000 principal amount of Notes. The Total Consideration for each series of Notes does not include accrued and unpaid interest, which will be payable in addition to the applicable Total Consideration.

The tender offers are being made upon the terms, and subject to the conditions, previously described in the Offer to Purchase dated May 2, 2025, as amended and supplemented by IFF’s news release on May 16, 2025 (as so amended, the “Offer to Purchase”). IFF refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.

Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date. The tender offers for the Notes will expire at 5:00 p.m., New York City time, on June 2, 2025, or any other date and time to which IFF extends the applicable tender offer, unless earlier terminated. As previously announced, IFF expects to elect to exercise its right to make payment on May 20, 2025 (the “Early Settlement Date”) for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase. IFF intends to fund the purchase of validly tendered and accepted Notes with the cash proceeds from the sale of its Pharma Solutions business, which was completed on May 1, 2025.

Because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 1 Maximum Amount, IFF does not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Amended Pool 1 Maximum Amount, the Series Tender Caps and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, IFF expects to accept for purchase $500,000,000 aggregate principal amount of the 2025 Notes and $400,000,000 aggregate principal amount of 2027 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects to accept for purchase $266,678,000 aggregate principal amount of the 2030 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 50.90%. IFF does not expect to accept for purchase any amount of the 2028 Notes. Because the aggregate principal amount of the 2025 Notes and the 2027 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the 2025 Series Tender Cap and Amended 2027 Series Tender Cap, IFF expects to accept for purchase an amount equal to the applicable Series Tender Cap in each case validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 58.91% and 73.97%, respectively. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 1 Maximum Amount, IFF does not expect to accept for purchase any Pool 1 Notes tendered after the Early Tender Date on a subsequent settlement date.

Because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 2 Maximum Amount, IFF does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date. Rather, subject to the Amended Pool 2 Maximum Amount, the Series Tender Caps and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase, IFF expects to accept for purchase $649,114,000 aggregate principal amount of 2050 Notes, $417,599,000 aggregate principal amount of 2040 Notes, and $103,796,000 aggregate principal amount of 2047 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. Because the aggregate principal amount of the 2050 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date is equal to the Amended 2050 Series Tender Cap, IFF expects to accept for purchase all of the 2050 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects to accept for purchase all of the 2040 Notes and 2047 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. IFF expects to purchase an aggregate principal amount of $115,138,000 of the 2048 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 39.11%. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account. Additionally, because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate purchase price, excluding accrued and unpaid interest, that exceeds the Amended Pool 2 Maximum Amount, IFF does not expect to accept for purchase any Pool 2 Notes tendered after the Early Tender Date on a subsequent settlement date.

The applicable Total Consideration listed in the table above (the “Total Consideration”) will be paid per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable tender offer on the Early Settlement Date. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.

All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of IFF.

IFF’s obligation to accept for payment and to pay for Notes validly tendered and not validly withdrawn in the tender offers is subject to the satisfaction of certain conditions described in the Offer to Purchase. IFF reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the tender offers, (ii) extend or terminate any of the tender offers, (iii) further increase or decrease either of the Amended Maximum Amounts and/or increase, decrease or eliminate any of the Series Tender Caps (other than the 2040 Series Tender Cap), or (iv) otherwise further amend any of the tender offers. IFF may take any action described in clauses (i) through (iv) above with respect to one or more tender offers without having to do so for all tender offers.

Information relating to the tender offers

Barclays Capital Inc., BNP Paribas Securities Corp. and BofA Securities, Inc. are the lead dealer managers for the tender offers. The other dealer managers for the tender offers are 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. Investors with questions regarding the terms and conditions of the tender offers may contact Barclays Capital Inc. at (800) 438-3242 or by email at us.lm@barclays.com, BNP Paribas Securities Corp. at (888) 210-4358 or by email at dl.us.liability.management@us.bnpparibas.com or BofA Securities, Inc. at (888) 292-0070 or (980) 387-3907 or by email at debt_advisory@bofa.com. D.F. King & Co., Inc. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering Notes may contact the tender and information agent by email at IFF@dfking.com, or by phone at (212) 269-5550 (for banks and brokers only) or (877) 478-5045 (for all others, toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

The full details of the tender offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling (212) 269-5550 (for banks and brokers only) or (877) 478-5045 (for all others, toll-free).

This news release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of IFF or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee, with respect to any series of Notes, is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the tender offers, and, if so, the principal amount of Notes to tender.

Cautionary Statement Under The Private Securities Litigation Reform Act of 1995

This press release contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as ""plan", "expect," "anticipate," "intend," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to update the forward-looking statement to reflect subsequent events or circumstances.

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