{"url_path":"/sec/ingr/8-k/2026-06-09/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":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1046257/0001628280-26-041921-index.html","accession_number":"0001628280-26-041921","cik":"0001046257","ticker":"INGR","issuer_name":"Ingredion Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1046257/0001628280-26-041921-index.html","primary_entity_key":"0001046257","primary_entity_name":"Ingredion Inc"},"word_count":2998,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement.\n\nOn June 8, 2026, Ingredion Incorporated (the “Company”) issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”) disclosing that the board of directors of the Company and the board of directors of Tate & Lyle PLC, a company incorporated in England and Wales (“Tate & Lyle”), have reached agreement on the terms and conditions of a recommended cash offer by the Company for the entire issued and to be issued ordinary share capital of Tate & Lyle (the “Acquisition”). On June 8, 2026, in connection with the issuance of the Rule 2.7 Announcement, the Company entered into the other agreements described in this Item 1.01.\n\nRule 2.7 Announcement\n\nOn June 8, 2026, the Company issued the Rule 2.7 Announcement disclosing that the Company board of directors and the Tate & Lyle board of directors have reached agreement on the terms of the Acquisition. It is intended that the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006 (the “UK Companies Act”). The Company, however, has reserved the right, subject to the prior consent of the UK Panel on Takeovers and Mergers (the “Panel”), if required, and, so long as the Co-operation Agreement described below is continuing, subject to the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of a takeover offer, as that term is defined in the UK Companies Act (the “Takeover Offer”).\n\nUnder the terms of the Acquisition, Tate & Lyle shareholders will be entitled to receive 595 pence in cash for each Tate & Lyle share held. The total cash consideration to be paid by the Company for Tate & Lyle shares (the “Cash Consideration”) at such price will total approximately £2.7 billion (or approximately $3.6 billion based on the British pound sterling to U.S. dollar exchange rate as of June 5, 2026). In addition, Tate & Lyle shareholders will be permitted to receive (subject to approval of the Tate & Lyle board of directors and, in the case of the final dividend referred to below, the Tate & Lyle shareholders) dividends (the “Permitted Dividends”), consisting of (i) a final dividend in relation to the financial year ended March 31, 2026 of no greater than 13.2 pence per ordinary share and (ii) an interim dividend in relation to the six-month period ending September 30, 2026 of no greater than 6.8 pence per ordinary share.\n\nTate & Lyle ordinary shares included in the Acquisition will include shares underlying and evidenced by American depositary receipts listed on the OTCOX under the trading symbol TATLY (the “Tate & Lyle ADSs”) and registered in the name of the Tate & Lyle Depositary (as defined in the Rule 2.7 Announcement), including shares represented by a Balance Certificate, as defined in the Deposit Agreement referred to in the Rule 2.7 Announcement. The entitlement of holders of the Tate & Lyle ADSs to payment of the Cash Consideration and the Permitted Dividends will be determined in accordance with the terms and conditions of the Deposit Agreement, as set forth in the Rule 2.7 Announcement.\n\nThe Acquisition will be subject to conditions and further terms, including among others: (i) the approval of the Scheme by a majority in number of Tate & Lyle shareholders also representing not less than 75% in nominal value of the Tate & Lyle shares held by those shareholders, in each case on the Tate & Lyle register of members and present and voting, either in person or by proxy, at the Tate & Lyle shareholders meeting convened by order of the High Court of Justice in England and Wales (the “Court”) pursuant to Part 26 of the UK Companies Act to approve the Scheme (the “Court Meeting”); (ii) the sanction of the Scheme by the Court; (iii) following the sanction of the Scheme by the Court, the delivery of a copy of the Scheme Court Order (as defined in the Rule 2.7 Announcement) to the Registrar of Companies for registration; (iv) the satisfaction or waiver of the Material Antitrust Conditions (as defined in the Rule 2.7 Announcement); and (v) the Scheme becoming effective no later than December 8, 2027, or such later date as the Company or Tate & Lyle may notify to the other, such date to be no later than June 8, 2028, or as the Company and Tate & Lyle may agree with the consent or at the direction of the Panel (as applicable) and as the Court may allow (if required) (such date, the “Long Stop Date”). There is no financing condition to completion of the Acquisition. The conditions to the Acquisition are set out in full in the Rule 2.7 Announcement. Subject to the satisfaction or waiver of all relevant conditions, it is expected that the Acquisition will be completed in the second half of 2027.\n\nThe financial terms of the Acquisition are final, except that, if on or after the date of the Rule 2.7 Announcement and before the Scheme becomes effective, any dividend or other distribution or other return of capital (other than the Permitted Dividends) is declared, made or paid or becomes payable in respect of Tate & Lyle shares, the Company reserves the right to reduce the Acquisition consideration payable by the amount of such dividend or other distribution or other return of capital.\n\nThe foregoing description of the Rule 2.7 Announcement is not complete and is qualified in all respects by reference to the text of the Rule 2.7 Announcement, which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.\n\nCo-operation Agreement\n\nOn June 8, 2026, the Company and Tate & Lyle entered into a Co-operation Agreement, dated June 8, 2026 (the “Co-operation Agreement”), in connection with the Acquisition. Pursuant to the Co-operation Agreement, the Company has agreed to take all necessary steps to ensure satisfaction of the Regulatory Conditions (as defined in the agreement) and Tate & Lyle has given undertakings to co-operate reasonably and on a timely basis with the Company for the purposes of obtaining any regulatory authorizations necessary to implement the Acquisition. Under the Co-operation Agreement, both parties have given additional undertakings in connection with the implementation of the Acquisition, including undertakings that will apply in respect of Tate & Lyle’s employee share plans and other employee-related matters.\n\nThe Co-operation Agreement also sets forth the terms and conditions that would govern any election by the Company to implement the Acquisition by way of a Takeover Offer.\n\nThe Company has the right to terminate the Co-operation Agreement in specified circumstances, including if (i) the Scheme has not become effective on or before the Long Stop Date (unless otherwise agreed by the Company and Tate & Lyle or required by the Panel), (ii) any Condition (as defined in the agreement) has been invoked by the Company (where such an invocation has been specifically permitted by the Panel), or (iii) a third party announces a firm intention to make an offer or a revised offer which completes, becomes effective or is declared or becomes effective.\n\nThe foregoing description of the Co-operation Agreement is not complete and is qualified in all respects by reference to the text of the Co-operation Agreement, which is filed as Exhibit 10.2 to this report and incorporated by reference into this Item 1.01.\n\nIrrevocable Undertakings\n\nThe Scheme is subject to the approval of Tate & Lyle’s shareholders in accordance with the UK Companies Act as described above under “Rule 2.7 Announcement.”\n\nOn June 8, 2026, the Company received a deed of irrevocable undertaking, dated June 8, 2026, from Huber Equity Corporation (the “Supporting Shareholder”) to support the Acquisition (the “Supporting Shareholder Undertaking”). Pursuant to the Supporting Shareholder Undertaking, the Supporting Shareholder has agreed to vote its Tate & Lyle shares in favor of the Scheme at the Court Meeting and at any general meeting of Tate & Lyle shareholders convened in connection with the Scheme for approval of the Scheme and to act on related matters, such as proposed amendments to Tate & Lyle’s articles of association (each such meeting, a “General Meeting”), and against any resolution or action that might impede, restrict, delay or frustrate the Acquisition. The Supporting Shareholder has also agreed that, if the Acquisition is implemented by way of a Takeover Offer, it will accept such Takeover Over in respect of its Tate & Lyle shares in accordance with its terms. As of June 5, 2026, the Supporting Shareholder beneficially owned (or otherwise was able to control the exercise of voting rights over) approximately 75,000,000 Tate & Lyle shares, which represented, in aggregate, approximately 16.8% of Tate & Lyle’s issued ordinary share capital as of that date.\n\nThe Supporting Shareholder Undertaking will cease to be a binding obligation in specified circumstances, including if (among other circumstances) a competing firm offer under Rule 2.7 of the Code is announced in respect of Tate & Lyle shares which exceeds the aggregate value per Tate & Lyle share of the Cash Consideration plus the Permitted Dividends by 10% or more.\n\nAlso on June 8, 2026, the Company received a deed of irrevocable undertaking, dated June 8, 2026, from each member of the Tate & Lyle board of directors who is a beneficial owner of (or otherwise is able to control the exercise of voting rights over) Tate & Lyle shares to support the Acquisition (the “Director Undertakings”). Pursuant to the Director Undertakings, each such director has agreed to vote the director’s Tate & Lyle shares in favor of the Scheme at the Court Meeting and any General Meeting and against any resolution or action that might impede, restrict, delay or frustrate the Acquisition. Such directors have also agreed that, if the Acquisition is implemented by way of a Takeover Offer, they will accept such Takeover Offer in respect of their Tate & Lyle shares in accordance with its terms. As of June 5, 2026, approximately 1,186,458 Tate & Lyle shares, including shares held through Tate & Lyle ADSs, were subject to the Director Undertakings, which represented, in aggregate, approximately 0.3% of Tate & Lyle’s issued ordinary share capital as of that date.\n\nThe Director Undertakings will cease to be binding in specified circumstances, including if (i) the Company announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement Scheme is announced by the Company in accordance with Rule 2.7 under the Code, (ii) the Scheme or (if applicable) a Takeover Offer by the Company has lapsed or been withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced by the Company or its affiliates in accordance with Rule 2.7 under the Code, (iii) the Scheme document (or offer document, as applicable) is not published within 28 days of the date of issue of the Rule 2.7 Announcement (or such later date as the Panel may agree) or (iv) a competing offer for the entire issued and to be issued share capital of Tate & Lyle is made by a third party which becomes or is declared unconditional (if implemented by way of a Takeover Offer) or otherwise becomes effective (if implemented by way of a Scheme).\n\nThe foregoing descriptions of the Supporting Shareholder Undertaking and the Director Undertakings are not complete and are qualified in all respects by reference to the text of the Deed of Supporting Shareholder Undertaking filed as Exhibit 10.3 to this report and the Form of Deed of Director Undertaking filed as Exhibit 10.4 to this report, respectively, and incorporated by reference into this Item 1.01.\n\nBridge Loan Agreement\n\nOn June 8. 2026, the Company entered into a 364-Day Bridge Loan Agreement, dated as of June 8, 2026, among the Company, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, Initial Lender, Sole Bookrunner, and Sole Arranger (the “Bridge Loan Agreement”), pursuant to which JPMorgan, as the initial lender thereunder, and the other lenders from time to time have committed to provide the Company with a 364-day senior unsecured bridge term loan credit facility (the “Bridge Facility”) in the amount of $4,225,000,000. The proceeds of borrowings under the Bridge Loan Agreement will be available to fund payment of the Cash Consideration, the refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and the payment of fees and other costs and expenses of the Acquisition. To the extent any such borrowings are made, the foregoing amount in U.S. dollars, or a portion of such amount, will be converted into British pound sterling, which is the currency in which payment of the Cash Consideration and certain other payments in connection with the Acquisition are required to be made, pursuant to hedging transactions entered into by the Company, which the Company is required to maintain through the consummation of the Acquisition.\n\nThe commitments under the Bridge Loan Agreement will automatically terminate on February 2, 2028, as such date may be extended in specified circumstances to no later than August 3, 2028, and after any loans have been made available to the Company. Until such date or, if earlier, the occurrence of specified customary draw-stop events consistent with the requirements of the Code, the lenders under the Bridge Loan Agreement will not have the right, among other actions, to cancel their commitments, terminate the Bridge Loan Agreement, exercise any right of\n\nnetting, set-off or counterclaim, refuse to make available loans under the Bridge Facility, or take any other action to the extent that doing so would prevent or limit such loans being available for consummation of the Acquisition.\n\nSubject to specified exceptions, net proceeds received by the Company or its subsidiaries from certain asset sales, issuances or other incurrences of debt, or issuances of equity or equity-linked securities will reduce commitments under the Bridge Loan Agreement and, if borrowings are made under the Bridge Loan Agreement, result in mandatory prepayments of the Bridge Facility loans.\n\nFunding under the Bridge Loan Agreement is subject to the satisfaction of conditions that are customary for transactions of this type.\n\nThe Bridge Loan Agreement contains affirmative and negative covenants and requires compliance with financial covenants that are substantially similar to the covenants contained in the Company’s existing revolving credit agreement. The affirmative and negative covenants, among other matters, specify customary reporting obligations and, subject to exceptions, restrict the incurrence of additional indebtedness by the Company’s subsidiaries, the incurrence of liens and the consummation of certain mergers, consolidations and sales of assets. The Company is subject to compliance, as of the end of each fiscal quarter, with a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0 (subject to an increase to a ratio of 4.0 to 1.0 for four consecutive quarters following a material acquisition) and a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0, as each such financial covenant is calculated in accordance with the terms of the agreement, for the most recently completed period of four fiscal quarters.\n\nThe Bridge Loan Agreement provides for customary events of default, including, among others, payment defaults, breach of covenants, cross-default to material indebtedness, judgment defaults, bankruptcy-related events, and the occurrence of a change in control of the Company. The occurrence and continuance of an event of default may result in the termination of lender commitments under the Bridge Loan Agreement and, if borrowings are made under the Bridge Loan Agreement, in the acceleration of repayment of Bridge Facility loans, as well as the exercise of other remedies by the lenders.\n\nTo the extent that borrowings are made under the Bridge Loan Agreement, the Bridge Facility loans will mature on the date that is 364 days after the funding date. The outstanding loans will bear interest at a per annum rate equal, at the Company’s option, to (i) a specified base rate plus an applicable margin ranging from 0.125% to 0.375%, (ii) a specified term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin ranging from 1.125% to 1.375% or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.125% to 1.375%, as each such rate is calculated in accordance with the terms of the Bridge Loan Agreement. In each case, the applicable margin will be determined based on the Company’s senior unsecured long-term debt securities ratings. The applicable interest rate margins will increase by 0.25% per annum for every 90 days that loans advanced under the Bridge Facility remain outstanding. Interest will be payable quarterly in arrears in the case of loans bearing interest based on the base rate, at the end of each interest period (but at least once every three months) in the case of loans bearing interest based on term SOFR, and monthly in arrears in the case of loans bearing interest based on daily SOFR. In the event any amounts under the Bridge Facility are funded, a funding fee of up to 0.50% will be payable on the funded principal amounts. Loans may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings for which a SOFR election is in effect.\n\nJPMorgan and certain of its affiliates have provided, and in the future may provide, commercial banking, financial advisory and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of the Company’s other affiliates, for which such entities have received and will receive customary fees and commissions.\n\nThe foregoing description of the Bridge Loan Agreement is qualified in its entirety by reference to the text of the Bridge Loan Agreement filed as Exhibit 10.5 to this report and incorporated by reference into this Item 1.01."}