Business Context and Reporting Period
Company: Ingredion Incorporated
Filing Type: Form 8-K (Current Report)
Date of Report: June 24, 2026
Event: Entry into a Material Definitive Agreement (Delayed Draw Term Loan Agreement) to finance the acquisition of Tate & Lyle PLC.
Key Financial Metrics and Debt Structure
This filing details a new financing facility rather than reporting operational financial results (revenue, profit, or cash flow). Key debt metrics include:
- Total Facility Amount: $1,475,000,000 (Senior Unsecured Delayed Draw Term Loan).
- Tranche Structure:
- Tranche A-1: $500,000,000
- Tranche B-1: $975,000,000
- Interest Rates:
- Base Rate: +0.00% to 0.625% margin
- Term SOFR: +1.00% to 1.625% margin
- Daily Simple SOFR: +1.00% to 1.625% margin
- Ticking Fees: 0.10% to 0.125% per annum on unused commitments (accruing from October 7, 2026).
- Amortization: 5% of outstanding principal per annum in quarterly payments.
- Maturity:
- Tranche A-1: 3 years post-funding
- Tranche B-1: 5 years post-funding
Material Changes and Prior Period Comparison
Replacement of Bridge Financing: This new agreement replaces the Tranche A commitment ($1,475,000,000) of a previously announced 364-Day Bridge Loan Agreement dated June 8, 2026. The Tranche B commitment of the Bridge Facility ($2,750,000,000) remains outstanding.
Commitment Termination: Lender commitments under the new facility will automatically terminate on February 2, 2028, extendable to August 3, 2028 under specified circumstances.
Guidance, Covenants, and Risks
Financial Covenants: The agreement requires compliance with the following ratios calculated over the most recently completed four fiscal quarters:
- Maximum Leverage Ratio: 3.5 to 1.0 (Net Borrowed Debt to Consolidated EBITDA). This may increase to 4.0 to 1.0 for four consecutive quarters following a material acquisition.
- Minimum Interest Coverage Ratio: 3.5 to 1.0 (Consolidated EBITDA to Consolidated Net Interest Expense).
Use of Proceeds: Funds are designated for the cash consideration of the Tate & Lyle acquisition, refinancing Tate & Lyle's indebtedness, and transaction fees. Borrowings in USD will be converted to British Pound Sterling via hedging transactions.
Risks and Contingencies:
- Events of Default: Include payment defaults, covenant breaches, cross-defaults, judgments, bankruptcy, and change of control.
- Consequences of Default: Termination of lender commitments and acceleration of repayment.
- Conditions Precedent: Funding is subject to customary conditions for transactions of this type.
Investor Verification Checklist
- Verify the status of the Tate & Lyle PLC acquisition and whether the cash consideration has been funded.
- Confirm the current status of the remaining $2.75 billion Tranche B Bridge Facility commitment.
- Review the company's most recent EBITDA and debt levels to assess compliance with the 3.5x leverage and 3.5x interest coverage covenants.
- Monitor the hedging transactions required to convert USD borrowings to GBP for the acquisition payment.
- Check for any amendments to the commitment termination date (currently set for February 2, 2028).