{"url_path":"/sec/iff/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/51253/0001193125-26-249963-index.html","accession_number":"0001193125-26-249963","cik":"0000051253","ticker":"IFF","issuer_name":"INTERNATIONAL FLAVORS & FRAGRANCES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/51253/0001193125-26-249963-index.html","primary_entity_key":"0000051253","primary_entity_name":"INTERNATIONAL FLAVORS & FRAGRANCES INC"},"word_count":699,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\nOn May 28, 2026, International Flavors & Fragrances Inc. (“IFF” or the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with Foxtrot US Bidco, Inc. (“Buyer”) and Foxtrot Midco LP (“Buyer Parent”), each affiliates of CVC Capital Partners, pursuant to which, subject to the satisfaction of customary closing conditions set forth in the Transaction Agreement, IFF has agreed to sell to Buyer the Company’s Food Ingredients business (the “Business”) in a transaction valuing the Business at approximately $4.3 billion (the “Transaction”). At the closing of the Transaction, IFF expects to receive net cash proceeds of approximately $3.8 billion, subject to customary transaction adjustments, and a minority equity interest in the future company currently valued at approximately $200 million, which is expected to represent an approximate 9.9% stake at the time of the closing.\n\nConsummation of the Transaction is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (i) the absence of an injunction in certain agreed jurisdictions that would prohibit consummation of the Transaction and (ii) the expiration or termination of the required waiting, notice or review periods and approvals or clearances under the Hart-Scott-Rodino Act, as amended, and certain other approvals under non-U.S. regulatory laws. The obligation of each party to consummate the Transaction is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Transaction Agreement.\n\nThe Transaction Agreement contains representations, warranties and covenants of the Company, Buyer Parent and Buyer generally customary for a transaction of this type. The Transaction Agreement also provides for customary indemnification related to liabilities intended to be assumed by Buyer or retained by the Company and other matters. The Company and Buyer also agreed to use their reasonable best efforts to cause the Transaction to be consummated and to obtain any required regulatory approvals.\n\nThe Transaction Agreement contains certain termination rights, including, among others, (i) for the Company and Buyer, if the Transaction is not consummated on or before May 28, 2027 and (ii) for the Company and Buyer, if, in the case of the Company, any of Buyer’s representations and warranties fails to be true and correct or Buyer breaches or fails to perform its covenants or other agreements or, in the case of Buyer, any of the Company’s representations and warranties fails to be true and correct or the Company breaches or fails to perform its covenants or other agreements, in each case, such that a closing condition fails to be satisfied.\n\nThe foregoing description of the Transaction Agreement is subject to, and qualified in its entirety by reference to, the full text of the Transaction Agreement, a copy of which will be filed as an exhibit with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Transaction Agreement, when filed, and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of the Transaction Agreement. They are not intended to provide any other factual information about the Company, Buyer Parent, Buyer, the Business or the business of Buyer Parent and Buyer. In particular, the assertions embodied in the representations and warranties in the Transaction Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the Transaction Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Transaction Agreement are not necessarily characterizations of the actual state of facts about the Company, Buyer Parent, Buyer, the Business or the business of Buyer Parent and Buyer under the Transaction Agreement at the time they were made or otherwise and should only be read in conjunction with the other information that the Company, Buyer Parent or Buyer make publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission."}