INTERNATIONAL FLAVORS & FRAGRANCES INC.
521 West 57th Street
New York, New York 10006
July 2, 2018
VIA EDGAR CORRESPONDENCE
Edward M. Kelly, Esq.
Senior Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | International Flavors & Fragrances Inc. |
Registration Statement on Form S-4
SEC File No. 333-225728
Dear Mr. Kelly:
With respect to the above-referenced registration statement (the Registration Statement), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, International Flavors & Fragrances Inc. (the Registrant) hereby respectfully requests that the Securities and Exchange Commission (the Commission) accelerate the effective date of the Registration Statement so that it is declared effective at 9:00 a.m., Eastern time, on July 3, 2018, or as soon as practicable thereafter.
In connection with this request for the acceleration of the effective date of the Registration Statement, the Registrant acknowledges that:
(i) | should the Commission or the staff of the Division of Corporation Finance of the Commission (the Staff), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
(ii) | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
(iii) | the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Benet J. OReilly of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2746 with any questions you may have concerning this request. In addition, please notify Mr. OReilly if and when this request for acceleration has been granted and the Registration Statement declared effective.
Sincerely, | ||
INTERNATIONAL FLAVORS & FRAGRANCES INC. | ||
By: | /s/ Nanci Prado | |
Name: | Nanci Prado | |
Title: | Deputy General Counsel |
cc: | Christopher E. Austin, Esq. |
Benet J. OReilly, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Adam O. Emmerich, Esq.
Edward J. Lee, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019