International Flavors & Fragrances Inc. $1.65 Billion Common Stock Offering and $825 Million Tangible Equity Units Offering

Davis Polk advised the representatives of the underwriters in connection with a $1.65 billion SEC-registered offering of 12,667,947 shares of common stock (which included 1,151,632 shares of common stock that the underwriters purchased pursuant to their option to purchase additional shares) and 16,500,000 tangible equity units by International Flavors & Fragrances Inc. (which included 1,500,000 tangible equity units that the underwriters purchased pursuant to their over-allotment option to purchase additional tangible equity units).

IFF intends to use the net proceeds from the offerings to finance a portion of its pending acquisition of Frutarom Industries Ltd. IFF is a leading innovator of sensorial experiences that move the world. Its 7,300 team members globally take advantage of leading consumer insights, research and development, creative expertise and customer intimacy to develop differentiated offerings for consumer products. Frutarom is a flavors, savory solutions and natural ingredients company, with production and development centers on six continents. It markets and sells over 70,000 products to more than 30,000 customers in over 150 countries.

The Davis Polk capital markets team included partner Michael Kaplan and associates Stephen A. Byeff and Gina Y. Chen. The equity derivatives team included partner Mark M. Mendez, counsel Barry J. Gewolb and associate Jeffrey H. Smith. The tax team included partners Michael Farber and Lucy W. Farr and associate Yixuan Long. All members of the Davis Polk team are based in the New York office.