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)
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November 18, 2008
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as
Specified in Charter)
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New
York
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1-4858
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13-1432060
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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521
West 57 th Street, New
York, New York
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10019
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code
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(212)
765-5500
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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
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
of a Registrant.
On
November 18, 2008, International Flavors & Fragrances Inc. (the
“Company”) entered into a Credit Agreement (the “Credit Agreement”) among the
Company, International Flavors & Fragrances (Japan) Ltd., a wholly-owned
subsidiary of the Company (“IFF Japan”), and The Bank of Tokyo-Mitsubishi UFJ,
Ltd., under which IFF Japan borrowed on November 21,
2008 ¥13,332,000,000. The proceeds of this loan were used
by IFF Japan to repay on November 21, 2008 its 2.400% Guaranteed Senior Notes,
Series A (the “Notes”), which matured on such date. This loan is
denominated in Yen and bears interest at a rate based on TIBOR plus an amount
determined by reference to the ratings by S&P and Moody’s of the Company’s
senior, unsecured long-term indebtedness for borrowed money. Under
the Credit Agreement, IFF Japan may at any time, with notice, prepay all or a
portion of this loan. The Company has guaranteed all the obligations
of IFF Japan in respect of this loan.
The
Credit Agreement contains certain affirmative and negative covenants applicable
to the Company and it subsidiaries, including IFF Japan, including the covenant
by the Company to maintain a consolidated net debt to consolidated EBITDA ratio
of 3.25:1.00 (as calculated under the Credit Agreement).
The
description set forth above is qualified in its entirety by the terms and
conditions set forth in the Credit Agreement which is incorporated herein by
reference and is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
Exhibit
No.
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|
Document
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10.1
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Credit
Agreement dated as of November 18, 2008 among International Flavors &
Fragrances (Japan) Ltd., as Borrower, International Flavors &
Fragrances Inc., as Guarantor, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
as Lender
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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.
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Dated:
November 21, 2008
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By:
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/s/ Dennis
M. Meany
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Name: Dennis
M. Meany
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Title: Senior
Vice President, General Counsel and
Secretary
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