Current Report
UNITED
STATES
SECURITIES
AND
EXCHANGE COMMISSION
WASHINGTON,
D.C.
20549
____________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
Date
of
report (Date of earliest event reported)
|
July
12,
2006
|
INTERNATIONAL
FLAVORS
& FRAGRANCES INC.
(Exact
Name of
Registrant as Specified in Charter)
New
York 1-4858 13-1432060
(State
or Other
Jurisdiction (Commission
(I.R.S.
Employer
of
Incorporation) File
Number)
Identification
No.)
521
West 57th
Street, New York, New
York 10019
(Address
of
Principal Executive Offices) (Zip
Code)
|
Registrant’s
telephone number, including area code
|
(212)
765-5500
|
Check
the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see
General Instruction A.2.
below):
o Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
To
the
extent required by Item 1.01 of Form 8-K, the information contained in or
incorporated by reference into Item 2.03 of this Current Report is hereby
incorporated by reference into this Item 1.01.
Item
2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On
July 12, 2006, International Flavors & Fragrances Inc. (the
“Company”) completed the private placement of $375,000,000 of senior unsecured
notes (the “Notes”) with certain investors and entered into a Note Purchase
Agreement with respect to the Notes with such investors. The Notes were issued
in four series: (i) $50,000,000 in aggregate principal amount of 5.89%
Series A Senior Notes due July 12, 2009, (ii) $100,000,000 in
aggregate principal amount of 5.96% Series B Senior Notes due
July 12, 2011, (iii) $100,000,000 in aggregate principal amount
of 6.05% Series C Senior Notes due July 12, 2013 and (iv) $125,000,000
in aggregate principal amount of 6.14% Series D Senior Notes due
July 12, 2016. Interest on the Notes will be payable semiannually on
the 12th day of January and July of each year commencing
January 12, 2007. The Company will use the proceeds of the sale of the
Notes to refinance certain existing debt and for general corporate
purposes.
Under
the
Note Purchase Agreement, the Company may at any time, with notice, prepay all
or
a portion equal to or greater than 10% of the Notes, for an amount equal to
the
principal, accrued interest and a “make-whole” prepayment premium as calculated
under the Note Purchase Agreement. The Company may also prepay the Notes solely
for the principal and accrued interest thereon in connection with certain asset
sales.
Pursuant
to the Note Purchase Agreement, the Company will maintain a consolidated net
debt to consolidated EBITDA ratio of 3.5:1 (as calculated under the Note
Purchase Agreement), provided that such ratio may exceed 3.5:1 (but not 4:1)
upon the payment of certain additional interest. In addition, the Company will
not permit the aggregate amount of its subsidiaries’ debt to exceed $670,000,000
as calculated under the Note Purchase Agreement, with certain exceptions. The
Company and its subsidiaries will not incur any liens, subject to certain
permitted categories of liens and a general lien allowance of $120 million.
The
Company also makes certain affirmative covenants relating to (i) compliance
with law, (ii) insurance coverage, (iii) maintenance of properties,
(iv) payment of taxes and claims, (v) maintenance of corporate
existence, (vi) pari passu ranking of the Notes and (vii) the books
and records of the Company, and certain negative covenants relating to
(i) asset sales, (ii) mergers and consolidations,
(iii) transactions with affiliates, (iv) changes to the general nature
of its business and (v) terrorism sanctions regulations.
The
Notes
were not registered under the Securities Act of 1933, as amended, in reliance
upon the exemption set forth in Section 4(2) of the Securities Act relating
to transactions by an issuer not involving a public offering.
The
description set forth above is qualified in its entirety by the Note Purchase
Agreement and the forms of the Note, which are incorporated herein by reference
and are filed herewith as Exhibits 4.7 and 4.8, respectively.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
| |
Exhibit
No.
|
|
Document
|
| |
4.7
|
|
Note
Purchase
Agreement, dated as of July 12, 2006, by and among International
Flavors & Fragrances Inc. and the various purchasers named
therein.
|
| |
4.8
|
|
Form
of Series A,
Series B, Series C and Series D Senior Notes.
|
SIGNATURE
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
|
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INTERNATIONAL
FLAVORS & FRAGRANCES INC. |
|
|
|
| Dated:
July 12, 2006 |
By: |
/s/ Dennis
M. Meany |
| |
Name: Dennis
M.
Meany |
| |
Title:
Senior Vice President, General Counsel and
Secretary |