Ingredion (NYSE: INGR) lines up $1,475,000,000 term loan to fund Tate & Lyle deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ingredion Incorporated entered into a new senior unsecured delayed draw term loan facility totaling $1,475,000,000 to help finance its planned acquisition of Tate & Lyle PLC, refinance certain Tate & Lyle debt, and pay related fees and expenses.
The facility is split into a $500,000,000 Tranche A-1 maturing three years after funding and a $975,000,000 Tranche B-1 maturing five years after funding, each amortizing at 5% per year in quarterly payments. Interest is based on a base rate or SOFR plus margins linked to Ingredion’s credit ratings or leverage ratio.
The agreement includes financial covenants requiring a maximum leverage ratio of 3.5 to 1.0, with a temporary step-up to 4.0 to 1.0 after a material acquisition, and a minimum interest coverage ratio of 3.5 to 1.0. The new facility replaces in full the $1,475,000,000 tranche A commitment under Ingredion’s existing $4,225,000,000 bridge loan, leaving the $2,750,000,000 tranche B bridge commitment outstanding.
Positive
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Negative
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Insights
Ingredion locks in acquisition financing with large term facility and standard covenants.
Ingredion has arranged a $1,475,000,000 delayed draw term loan to fund cash consideration for the Tate & Lyle acquisition and refinance certain Tate & Lyle debt. This replaces the tranche A portion of a larger, shorter-term bridge facility with longer-dated funding.
The facility’s two tranches mature three and five years after funding, amortize at 5% per year, and are priced over base rate or SOFR with margins tied to credit ratings or leverage. Covenants require a maximum 3.5 to 1.0 leverage ratio, temporarily increasing to 4.0 to 1.0 after a material acquisition, and a minimum 3.5 to 1.0 interest coverage ratio.
Overall, this looks like standard acquisition financing, shifting reliance from a 364-day bridge loan toward more stable term funding. The actual impact on leverage and interest costs will depend on how much of the commitments Ingredion ultimately draws to complete the Tate & Lyle transaction.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
DDTL Facility size: $1,475,000,000
Tranche A-1 commitment: $500,000,000
Tranche B-1 commitment: $975,000,000
+5 more
8 metrics
DDTL Facility size
$1,475,000,000
Senior unsecured delayed draw term loan facility for acquisition financing
Tranche A-1 commitment
$500,000,000
Tranche A-1 Facility commitments within the delayed draw term loan
Tranche B-1 commitment
$975,000,000
Tranche B-1 Facility commitments within the delayed draw term loan
Maximum leverage ratio
3.5 to 1.0
Net borrowed debt to consolidated EBITDA under financial covenant
Leverage ratio step-up
4.0 to 1.0
Permitted for four consecutive quarters after a material acquisition
Minimum interest coverage
3.5 to 1.0
Consolidated EBITDA to consolidated net interest expense requirement
Bridge Facility size
$4,225,000,000
Aggregate principal amount of 364-day senior unsecured bridge loan
Bridge tranche B commitment
$2,750,000,000
Remaining tranche B commitment under the Bridge Facility
Key Terms
Delayed Draw Term Loan Agreement, senior unsecured delayed draw term loan facility, leverage ratio, interest coverage ratio, +2 more
6 terms
Delayed Draw Term Loan Agreement financial
"entered into a Delayed Draw Term Loan Agreement, dated as of June 24, 2026"
senior unsecured delayed draw term loan facility financial
"committed to provide the Company with a senior unsecured delayed draw term loan facility"
A senior unsecured delayed draw term loan facility is a committed loan arrangement that gives a borrower the right to take one or more lump-sum loans later (delayed draw) under a fixed repayment schedule (term loan). It ranks ahead of equity but is not backed by specific collateral (senior, unsecured), so lenders have priority in case of default but rely on the borrower’s general credit; investors watch it because it affects a company’s debt load, repayment risk, and future cash needs like a reserved but interest-bearing credit line.
leverage ratio financial
"a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
interest coverage ratio financial
"a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0"
A measure of how easily a company can pay the interest on its debt, calculated by comparing the earnings it generates from operations to the interest it owes. It matters to investors because a higher ratio means the company can comfortably meet interest payments — like having several paychecks set aside to cover your rent — while a low ratio signals greater risk of missed payments or financial strain.
ticking fees financial
"Ticking fees accrue at a per annum rate ranging from 0.10% to 0.125%"
change in control financial
"events of default, including, among others, payment defaults, breach of covenants, ... and the occurrence of a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
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): June 24, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(708 ) 551-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Delayed Draw Term Loan Agreement
On June 24, 2026, Ingredion Incorporated (the “Company”) entered into a Delayed Draw Term Loan Agreement, dated as of June 24, 2026, among the Company, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (the “Loan Agreement”), pursuant to which lenders from time to time party thereto have committed to provide the Company with a senior unsecured delayed draw term loan facility (the “DDTL Facility”) in an aggregate amount of $1,475,000,000, which consists of two tranches equal to (i) $500,000,000 of commitments (the “Tranche A-1 Facility”) and (ii) $975,000,000 of commitments (the “Tranche B-1 Facility”).
The proceeds of borrowings under the Loan Agreement will be available to fund payment of the cash consideration (the “Cash Consideration”) of the Company’s announced offer to purchase for cash all of the issued and to be issued share capital (the “Acquisition”) of Tate & Lyle PLC, a company incorporated in England and Wales (“Tate & Lyle”), the refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and the payment of fees and other costs and expenses of the Acquisition. To the extent any such borrowings are made, the foregoing amount in U.S. dollars, or a portion of such amount, will be converted into British pound sterling, which is the currency in which payment of such Cash Consideration and certain other payments in connection with the Acquisition are required to be made, pursuant to hedging transactions entered into by the Company, which the Company is required to maintain through the consummation of the Acquisition.
The commitments under the Loan Agreement will automatically terminate on February 2, 2028, as such date may be extended in specified circumstances to no later than August 3, 2028, and after any loans have been made available to the Company. Until such date or, if earlier, the occurrence of specified customary draw-stop events consistent with the requirements of the UK City Code on Takeovers and Mergers, the lenders under the Loan Agreement will not have the right, among other actions, to cancel their commitments, terminate the Loan Agreement, exercise any right of netting, set-off or counterclaim, refuse to make available loans under the DDTL Facility, or take any other action to the extent that doing so would prevent or limit such loans being available for consummation of the Acquisition. Funding under the Loan Agreement is subject to the satisfaction of conditions that are customary for transactions of this type.
To the extent that borrowings are made under the Loan Agreement, the Tranche A-1 Facility loans will mature on the date that is three years after the funding date and the Tranche B-1 Facility loans will mature on the date that is five years after the funding date. Loans advanced under each of the Tranche A-1 Facility and the Tranche B-1 Facility will amortize in quarterly payments in a per annum amount equal to 5% of the outstanding principal amount. Loans may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings for which a Secured Overnight Financing Rate (“SOFR”) election is in effect.
The Loan Agreement contains affirmative and negative covenants and requires compliance with financial covenants that are substantially similar to the covenants contained in the Company’s existing revolving credit agreement. The affirmative and negative covenants, among other matters, specify customary reporting obligations and, subject to exceptions, restrict the incurrence of additional indebtedness by the Company’s subsidiaries, the incurrence of liens and the consummation of certain mergers, consolidations and sales of assets. The Company is subject to compliance, as of the end of each fiscal quarter, with a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0 (subject to an increase to a ratio of 4.0 to 1.0 for four consecutive quarters following a material acquisition) and a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0, as each such financial covenant is calculated in accordance with the terms of the agreement, for the most recently completed period of four fiscal quarters.
The Loan Agreement provides for customary events of default, including, among others, payment defaults, breach of covenants, cross-default to material indebtedness, judgment defaults, bankruptcy-related events, and the occurrence of a change in control of the Company. The occurrence and continuance of an event of default may result in the termination of lender commitments under the Loan Agreement and, if borrowings are made under the Loan
Agreement, in the acceleration of repayment of DDTL Facility loans, as well as the exercise of other remedies by the lenders.
The outstanding loans under the DDTL Facility will bear interest at a per annum rate equal, at the Company’s option, to (i) a specified base rate plus an applicable margin ranging from 0.00% to 0.6.25%, (ii) a specified term SOFR plus an applicable margin ranging from 1.00% to 1.625% or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.00% to 1.625%, as each such rate is calculated in accordance with the terms of the Loan Agreement. In each case, the applicable margin will be determined based on either the Company’s senior unsecured long-term debt securities ratings or its leverage ratio. Interest will be payable quarterly in arrears in the case of loans bearing interest based on the base rate, at the end of each interest period (but at least once every three months) in the case of loans bearing interest based on term SOFR, and monthly in arrears in the case of loans bearing interest based on daily SOFR. Ticking fees accrue at a per annum rate ranging from 0.10% to 0.125% (determined based on the Company’s senior unsecured long-term debt securities ratings) on the daily unused amount of the DDTL Facility commitments during the period commencing on October 7, 2026 to, but excluding, the date of termination of the DDTL Facility commitments.
The Company previously entered into a 364-Day Bridge Loan Agreement, dated as of June 8, 2026, with JPMorgan, as administrative agent and the initial lender, and the other lenders from time to time party thereto, pursuant to which the lenders thereunder committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of $4,225,000,000 (the “Bridge Facility”), consisting of a $1,475,000 tranche A commitment and a $2,750,000 tranche B commitment, to fund payment of the Cash Consideration, the refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and the payment of fees and other costs and expenses of the Acquisition. As a result of the Company’s entry into the Loan Agreement, the tranche A commitment under the Bridge Facility was replaced in full and the $2,750,000,000 tranche B commitment remains outstanding.
JPMorgan and certain of its affiliates have provided, and in the future may provide, commercial banking, financial advisory and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of the Company’s other affiliates, for which such entities have received and will receive customary fees and commissions.
The foregoing description of the Loan Agreement is qualified in its entirety by reference to the text of the Loan Agreement filed as Exhibit 10.1 to this report and 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.
The description of the Loan Agreement set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit Number | Description | |||||||
| 10.1* | Delayed Draw Term Loan Agreement, dated as of June 24, 2026, among Ingredion Incorporated, the Lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent | |||||||
| 104 | Cover Page Interactive Data File (embodied within the Inline XBRL document) | |||||||
| * Certain schedules and the exhibits to this document have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission or its staff upon request. | ||||||||
SIGNATURES
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.
| Date: June 25, 2026 | Ingredion Incorporated | ||||||||||||||||||||||||||||
| By: | /s/ Tanya M. Jaeger de Foras | ||||||||||||||||||||||||||||
Tanya M. Jaeger de Foras Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | |||||||||||||||||||||||||||||
FAQ
What financing did Ingredion (INGR) arrange for the Tate & Lyle acquisition?
Ingredion arranged a $1,475,000,000 senior unsecured delayed draw term loan facility. It will fund cash consideration for the Tate & Lyle acquisition, refinance certain Tate & Lyle indebtedness, and cover related fees and expenses tied to the transaction.
How is Ingredion’s new $1,475,000,000 term loan facility structured?
The facility has two tranches: a $500,000,000 Tranche A-1 and a $975,000,000 Tranche B-1. Tranche A-1 matures three years after funding, while Tranche B-1 matures five years after funding, with each tranche amortizing 5% per year in quarterly payments.
What financial covenants apply to Ingredion’s new loan agreement?
Ingredion must maintain a maximum leverage ratio of 3.5 to 1.0, temporarily increasing to 4.0 to 1.0 for four quarters following a material acquisition. It also must keep a minimum interest coverage ratio of 3.5 to 1.0, both measured over the most recent four fiscal quarters.
How does the new loan agreement affect Ingredion’s existing bridge facility?
The new Delayed Draw Term Loan Agreement replaces in full the $1,475,000,000 tranche A commitment under the prior 364-day bridge facility. The $2,750,000,000 tranche B commitment under that bridge facility remains outstanding and continues to be available on its existing terms.
What interest rates and fees apply to Ingredion’s delayed draw term loan?
Loans bear interest at a base rate plus 0.00% to 0.625%, or term or daily SOFR plus 1.00% to 1.625%, depending on ratings or leverage. Ticking fees of 0.10% to 0.125% per year apply to undrawn commitments starting October 7, 2026 until commitments terminate.
When do Ingredion’s delayed draw term loan commitments expire?
The commitments automatically terminate on February 2, 2028, with possible extension in specified circumstances to no later than August 3, 2028. Until then, and absent certain customary draw-stop events, lenders are restricted from actions that would prevent funding for the Tate & Lyle acquisition.