Ingredion (NYSE: INGR) secures $1.0B five-year revolving credit line

Rhea-AI Filing Summary

Ingredion Incorporated entered into a new five-year unsecured revolving credit facility providing up to $1.0 billion of borrowing capacity at any time. Within this, up to $25 million is available as swingline loans and up to $50 million as letters of credit, with loans advanced in U.S. dollars. The facility matures on August 27, 2030, and was undrawn as of its effective date.

Interest on borrowings is based on either term SOFR or a base rate plus a margin tied to Ingredion’s debt ratings or leverage ratio; at inception the margin was 1.00% for SOFR loans and 0.00% for base rate loans, with a 0.09% unused commitment fee. The agreement allows up to $750 million of incremental revolving or term commitments and permits up to $500 million of loans to certain subsidiaries. Ingredion must maintain a maximum leverage ratio of 3.5 to 1.0 and a minimum EBITDA-to-interest coverage ratio of 3.5 to 1.0.

This new Credit Agreement replaces and terminates a prior revolving credit agreement that would have matured on June 30, 2026, extending the company’s committed liquidity profile by more than four years.

Insights

Corporate credit and capital-structure analyst

Ingredion refinances and extends a $1.0B credit backstop on largely standard terms.

The company has put in place a new unsecured revolving credit facility with aggregate commitments of $1.0 billion, replacing a prior revolver that would have matured on June 30, 2026. The new facility runs to August 27, 2030, giving a longer-dated source of committed liquidity. As of the effective date, no borrowings were outstanding, so this functions primarily as a backup line rather than immediate funding.

Pricing is tied to either term SOFR or a base rate plus a margin set by debt ratings or a leverage ratio, a common structure for investment-grade borrowers. Initial terms include a 1.00% margin on SOFR loans, no margin on base-rate loans, and a 0.09% fee on unused commitments, which together outline the carrying cost of maintaining this liquidity. The facility also allows up to $750 million of incremental revolving or term commitments and up to $500 million in loans to eligible subsidiaries, which increases flexibility if the company’s needs grow.

Financial covenants require a maximum leverage ratio of 3.5 to 1.0 and a minimum EBITDA-to-interest coverage ratio of 3.5 to 1.0, measured quarterly. These thresholds are typical for this type of facility and create guardrails around balance sheet leverage and interest burden. Overall, the arrangement appears to be a straightforward refinancing and extension of Ingredion’s revolving credit capacity, with the impact depending on how much of the line is drawn in future periods.

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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): August 27, 2025

 ______________________

INGREDION INCORPORATED

(Exact name of registrant as specified in its charter)

 ______________________

Delaware

1-13397

22-3514823

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5 Westbrook Corporate Center, Westchester, Illinois

60154

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (708) 551-2600

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
Common Stock, par value $0.01 per share			INGR			New York Stock Exchange

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.

On August 27, 2025, Ingredion Incorporated (the “Company”) entered into a Revolving Credit Agreement, dated as of August 27, 2025 (the “Credit Agreement”), with the lenders parties thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agent. The Credit Agreement replaces the Previous Credit Agreement described in Item 1.02 below, which was terminated.

The Credit Agreement provides for a five-year unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time (the “Revolving Credit Facility”), of which up to $25 million is available as swingline loans and up to $50 million as letters of credit. Loans under the Revolving Credit Facility may be advanced in U.S. dollars. The Credit Agreement provides that the Company has the right at any time, subject to customary conditions, to request incremental revolving commitments on one or more new term loan facilities in an aggregate principal amount of up to $750 million. Subject to specified conditions, up to $500 million of loans under the Revolving Credit Facility may be extended to subsidiaries of the Company that become borrowers under the Credit Agreement. As of the effective date of the Credit Agreement, no loans under the Revolving Credit Facility have been drawn by the Company.

Loans under the Revolving Credit Facility accrue interest at a per annum rate equal, at the Company’s option, to either a term rate based upon the secured overnight financing rate (“SOFR”) plus an applicable margin or a base rate (generally determined according to the highest of the prime rate, the federal funds rate plus 0.50% or the 1-month SOFR rate plus 1.00%) plus an applicable margin. In each case, the applicable margin is determined based on either the Company’s senior unsecured long-term debt ratings or a ratio of the Company’s net borrowed indebtedness to consolidated EBITDA (each as defined and computed in accordance with the Credit Agreement) for the most recently completed four-quarter period (the “Leverage Ratio”). The relevant margin with respect to any unused commitment fee, determined based on either the Company’s senior unsecured long-term debt ratings or the Leverage Ratio, applies to the unutilized commitments under the Revolving Credit Facility. As of the effective date of the Credit Agreement, the applicable margin with respect to SOFR loans and base rate loans was 1.00% and 0.00%, respectively, and the unused commitment fee was 0.09% per annum. Interest is payable, in the case of loans bearing interest based on term SOFR, at the end of each interest period (but at least once every three months), in arrears, in the case of loans bearing interest based on daily SOFR, monthly in arrears, and, in the case of loans bearing interest based on the base rate, quarterly in arrears.

The Revolving Credit Facility matures on August 27, 2030. Loans outstanding under the Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings for which a SOFR election is in effect.

The Credit Agreement contains customary affirmative and negative covenants that, among other matters, specify customary reporting obligations, and that, 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 quarter, with a maximum leverage ratio of 3.5 to 1.0 and a minimum ratio of consolidated EBITDA to consolidated net interest expense of 3.5 to 1.0, as each such financial covenant is calculated for the most recently completed four-quarter period.

The Credit Agreement contains customary events of default including, among others, payment defaults, breach of covenants, cross-default to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of a change in control of the Company. The occurrence of an event of default may result in the termination of the Revolving Credit Facility, acceleration of repayment obligations and the exercise of remedies by the lenders.

Some of the lenders under the Credit Agreement or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business for the Company, its subsidiaries and certain of its affiliates, for which they have received and will receive customary fees and commissions.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.

Item 1.02    Termination of a Material Definitive Agreement.

The Credit Agreement replaces in its entirety the Revolving Credit Agreement (as amended, the “Previous Credit Agreement”), dated as of June 30, 2021, among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, supplemented or modified prior to the date hereof. The Previous Credit Agreement, including all commitments thereunder, were terminated on August 27, 2025 in connection with the execution of the Credit Agreement. The revolving credit facility under the Previous Credit Agreement would have matured on June 30, 2026.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information 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.

Exhibit Number						Description
10.1						Revolving Credit Agreement, dated as of August 27, 2025, by and among Ingredion Incorporated, as Borrower, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as Administrative Agent
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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: August 28, 2025

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 new credit facility did Ingredion (INGR) enter into?

Ingredion entered into a new unsecured revolving credit facility under a Revolving Credit Agreement dated August 27, 2025, providing up to $1.0 billion in aggregate principal outstanding at any time.

What are the maturity and size terms of Ingredions new revolving credit facility?

The new revolving credit facility has a total commitment of $1.0 billion and matures on August 27, 2030. Within this, up to $25 million is available as swingline loans and up to $50 million as letters of credit.

How is interest calculated on borrowings under Ingredions new credit agreement?

Borrowings accrue interest at either a term SOFR-based rate plus an applicable margin or a base rate plus an applicable margin, with the margin determined by Ingredions senior unsecured long-term debt ratings or its leverage ratio. At effectiveness, the margin was 1.00% for SOFR loans and 0.00% for base-rate loans, with an unused commitment fee of 0.09% per annum.

What financial covenants apply to Ingredion under the new credit facility?

Ingredion must maintain a maximum leverage ratio of 3.5 to 1.0 and a minimum ratio of consolidated EBITDA to consolidated net interest expense of 3.5 to 1.0, each tested for the most recently completed four-quarter period.

Did the new Revolving Credit Agreement replace an existing facility for Ingredion?

Yes. The new Revolving Credit Agreement replaces the previous revolving credit agreement dated June 30, 2021. The prior facility, including all commitments, was terminated on August 27, 2025, and it would otherwise have matured on June 30, 2026.

Were any amounts drawn under Ingredions new revolving credit facility at inception?

As of the effective date of the new Credit Agreement, Ingredion had not drawn any loans under the revolving credit facility.

Can Ingredion increase the size of the new credit facility in the future?

The agreement permits Ingredion, subject to customary conditions, to request incremental revolving commitments or new term loan facilities in an aggregate principal amount of up to $750 million, in addition to the initial $1.0 billion facility.