{"url_path":"/sec/ingr/8-k/2026-06-25/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":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1046257/0001628280-26-045521-index.html","accession_number":"0001628280-26-045521","cik":"0001046257","ticker":"INGR","issuer_name":"Ingredion Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1046257/0001628280-26-045521-index.html","primary_entity_key":"0001046257","primary_entity_name":"Ingredion Inc"},"word_count":1242,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement.\n\nDelayed Draw Term Loan Agreement\n\nOn June 24, 2026, Ingredion Incorporated (the “Company”) entered into a Delayed Draw Term Loan Agreement, dated as of June 24, 2026, among the Company, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (the “Loan Agreement”), pursuant to which lenders from time to time party thereto have committed to provide the Company with a senior unsecured delayed draw term loan facility (the “DDTL Facility”) in an aggregate amount of $1,475,000,000, which consists of two tranches equal to (i) $500,000,000 of commitments (the “Tranche A-1 Facility”) and (ii) $975,000,000 of commitments (the “Tranche B-1 Facility”).\n\nThe proceeds of borrowings under the Loan Agreement will be available to fund payment of the cash consideration (the “Cash Consideration”) of the Company’s announced offer to purchase for cash all of the issued and to be issued share capital (the “Acquisition”) of Tate & Lyle PLC, a company incorporated in England and Wales (“Tate & Lyle”), 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 such 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 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 UK City Code on Takeovers and Mergers, the lenders under the Loan Agreement will not have the right, among other actions, to cancel their commitments, terminate the Loan Agreement, exercise any right of netting, set-off or counterclaim, refuse to make available loans under the DDTL 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. Funding under the Loan Agreement is subject to the satisfaction of conditions that are customary for transactions of this type.\n\nTo the extent that borrowings are made under the Loan Agreement, the Tranche A-1 Facility loans will mature on the date that is three years after the funding date and the Tranche B-1 Facility loans will mature on the date that is five years after the funding date. Loans advanced under each of the Tranche A-1 Facility and the Tranche B-1 Facility will amortize in quarterly payments in a per annum amount equal to 5% of the outstanding principal amount. Loans may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings for which a Secured Overnight Financing Rate (“SOFR”) election is in effect.\n\nThe 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 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 Loan Agreement and, if borrowings are made under the Loan\n\nAgreement, in the acceleration of repayment of DDTL Facility loans, as well as the exercise of other remedies by the lenders.\n\nThe outstanding loans under the DDTL Facility 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 0.00% to 0.6.25%, (ii) a specified term SOFR plus an applicable margin ranging from 1.00% to 1.625% or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.00% to 1.625%, as each such rate is calculated in accordance with the terms of the Loan Agreement. In each case, the applicable margin will be determined based on either the Company’s senior unsecured long-term debt securities ratings or its leverage ratio. 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. Ticking fees accrue at a per annum rate ranging from 0.10% to 0.125% (determined based on the Company’s senior unsecured long-term debt securities ratings) on the daily unused amount of the DDTL Facility commitments during the period commencing on October 7, 2026 to, but excluding, the date of termination of the DDTL Facility commitments.\n\nThe Company previously entered into a 364-Day Bridge Loan Agreement, dated as of June 8, 2026, with JPMorgan, as administrative agent and the initial lender, and the other lenders from time to time party thereto, pursuant to which the lenders thereunder committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $4,225,000,000 (the “Bridge Facility”), consisting of a $1,475,000 tranche A commitment and a $2,750,000 tranche B commitment, 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. As a result of the Company’s entry into the Loan Agreement, the tranche A commitment under the Bridge Facility was replaced in full and the $2,750,000,000 tranche B commitment remains outstanding.\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 Loan Agreement is qualified in its entirety by reference to the text of the Loan Agreement filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01."}