Item 8.01. Other Events.

On May 8, 2020, Ingredion Incorporated (the "Company") agreed to sell its (i) 2.900% Senior Notes due 2030 in the principal amount of $600,000,000 (the "2030 Notes") and (ii) 3.900% Senior Notes due 2050 in the principal amount of $400,000,000 (the "2050 Notes" and, together with the 2030 Notes, the "Notes"), pursuant to the Underwriting Agreement, dated May 8, 2020 (the "Underwriting Agreement"), between the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

The Notes were issued on May 13, 2020 pursuant to the Indenture, dated as of August 18, 1999, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as trustee (the "Trustee"), as supplemented by a Tenth Supplemental Indenture, dated as of May 13, 2020, and an Eleventh Supplemental Indenture, dated as of May 13, 2020 (the "Supplemental Indentures"), each between the Company and the Trustee.

The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company's automatic shelf registration statement on Form S-3, File No. 333-233854 (the "Registration Statement"). The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain documents related to the issuance of the Notes that will be incorporated by reference into the Registration Statement as exhibits thereto.

The Underwriting Agreement is filed herewith as Exhibit 1.1. The Supplemental Indentures relating to the Notes, each including the applicable form of Note, are filed herewith as Exhibit 4.1 and Exhibit 4.2. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.


 Exhibit
   No.                                         Exhibit

    1.1            Underwriting Agreement, dated May 8, 2020, between the Company and
                 BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan
                 Securities LLC, as representatives of the several underwriters named
                 therein

    4.1            Tenth Supplemental Indenture, dated as of May 13, 2020, between
                 the Company and The Bank of New York Mellon Trust Company, N.A. (as
                 successor trustee to The Bank of New York), as trustee, including
                 the form of 2.900% Senior Note due 2030

    4.2            Eleventh Supplemental Indenture, dated as of May 13, 2020, between
                 the Company and The Bank of New York Mellon Trust Company, N.A. (as
                 successor trustee to The Bank of New York), as trustee, including
                 the form of 3.900% Senior Note due 2050

    5.1            Opinion of Hogan Lovells US LLP relating to the Notes

   23.1            Consent of Hogan Lovells US LLP (included in Exhibit 5.1 hereto)


   104           Cover Page Interactive Data File (the cover page XBRL tags are
                 embedded in the Inline XBRL document)

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