Item 1.01 Entry into a Material Definitive Agreement.
Term Loan Credit Agreement
On
Under the Term Loan Credit Agreement, the Lenders have committed to provide,
subject to certain conditions, a senior unsecured two year term loan facility in
an original aggregate principal amount of up to
The Term Facility will bear interest, at the Company's option, at a per annum rate equal to either (x) an adjusted LIBOR rate plus an applicable margin varying from 1.225% to 2.475% or (y) a base rate plus an applicable margin varying from 0.225% to 1.475%, in each case depending on the public debt ratings for non-credit enhanced long-term senior unsecured debt issued by the Company.
The Company may voluntarily prepay the term loans without premium or penalty, with the balance payable on the second anniversary of the funding date. There is no required amortization under the Term Facility.
The proceeds of borrowings under the Term Loan Credit Agreement are to be used
to finance, in part, the redemption, purchase or defeasance of the Company's
The Term Loan Credit Agreement contains various covenants, limitations and
events of default customary for similar facilities for similarly rated
borrowers, including a maximum ratio of net debt to EBITDA of 4.0x with
step-downs over time, which shall be increased to 4.50x with stepdowns over time
on and after the closing of the Company's previously disclosed pending
acquisition of
The funding of the loans under the Term Loan Credit Agreement is subject to the
customary closing conditions set forth therein. The loans under the Term Loan
Credit Agreement will be available in a single draw between
The foregoing description of the Term Loan Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Term Loan Credit Agreement is incorporated by reference in this Item 2.03 in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Number Description 10.1 Term Loan Credit Agreement, dated as ofMay 15, 2020 amongInternational Flavors & Fragrances Inc. , as borrower, the lenders signatory thereto and China Construction Bank Corporation,New York Branch, as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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