{"url_path":"/sec/iff/8-k/2026-06-23/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":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/51253/0001140361-26-026107-index.html","accession_number":"0001140361-26-026107","cik":"0000051253","ticker":"IFF","issuer_name":"INTERNATIONAL FLAVORS & FRAGRANCES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/51253/0001140361-26-026107-index.html","primary_entity_key":"0000051253","primary_entity_name":"INTERNATIONAL FLAVORS & FRAGRANCES INC"},"word_count":456,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\n \n\nOn June 23, 2026, International Flavors & Fragrances Inc. (the “Company”) entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with Wells\nFargo Bank, National Association, as administrative agent, and the lenders party thereto. The Term Loan Credit Agreement provides for a $1,000,000,000 senior unsecured delayed draw term loan facility (the “Facility”). The Facility provides for a\nsingle borrowing in U.S. dollars available through September 25, 2026 and matures on December 31, 2027. Amounts borrowed may not be reborrowed.\n\n \n\nProceeds of the Facility will be used to, together with cash on hand, refinance the Company’s €800 million aggregate principal amount of 1.800% Senior Notes due September\n25, 2026.\n\n \n\nUnder the Facility, outstanding borrowings bear interest at Term SOFR plus an applicable margin ranging from 0.875% to 1.500% per annum (or, at the Company’s option, a\nbase rate plus an applicable margin ranging from 0.000% to 0.500% per annum), in each case based on the Company’s public debt ratings. No commitment fee is payable.\n\n \n\nThe Term Loan Credit Agreement requires the Company to prepay outstanding borrowings with 100% of the net cash proceeds received from the sale or other disposition of any\nmaterial portion of the Company’s Food Ingredients business segment (the “Food Ingredients Business Sale”). As previously disclosed, the Company has entered into an agreement to sell its Food Ingredients business, which is expected to generate\napproximately $3.8 billion in net cash proceeds and to close by the end of the second quarter of 2027. Such mandatory prepayments must be made within ten business days of receipt of proceeds. If the Food Ingredients Business Sale proceeds are\nreceived prior to funding, the commitments under the Facility are automatically reduced by an equivalent amount.\n\n \n\nThe terms of the Term Loan Credit Agreement, including representations and warranties, negative covenants (including a financial covenant requiring the Company to\nmaintain a maximum net debt to consolidated EBITDA ratio of 3.75 to 1.00), and events of default, are substantially consistent with those contained in the Company’s existing $2,000,000,000 revolving credit facility under the Fourth Amended and\nRestated Credit Agreement, dated as of June 25, 2025, with Citibank, N.A. as administrative agent.\n\n \n\nThe foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, a copy of\nwhich is filed as Exhibit 10.1 hereto and is incorporated herein by reference.\n\n \n\nCertain of the lenders under the Term Loan Credit Agreement and their affiliates have performed, and may in the future perform, various commercial banking, investment\nbanking, and other financial advisory services for the Company, for which they have received or will receive customary fees and expenses."}