8-K

Date: December 29, 2014

INGREDION INCORPORATED

/s/ Jack C. Fortnum

Jack C. Fortnum

Executive Vice President and Chief Financial Officer

0001193125-14-455116.txt : 20141229 0001193125-14-455116.hdr.sgml : 20141225 20141229133200 ACCESSION NUMBER: 0001193125-14-455116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141224 ITEM INFORMATION: Other Events FILED AS OF DATE: 20141229 DATE AS OF CHANGE: 20141229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingredion Inc CENTRAL INDEX KEY: 0001046257 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 223514823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13397 FILM NUMBER: 141311770 BUSINESS ADDRESS: STREET 1: 5 WESTBROOK CORPORATE CENTER CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: 7085512600 MAIL ADDRESS: STREET 1: INGREDION INCORPORATED STREET 2: 5 WESTBROOK CORPORATE CENTER CITY: WESTCHESTER STATE: IL ZIP: 60154 FORMER COMPANY: FORMER CONFORMED NAME: CORN PRODUCTS INTERNATIONAL INC DATE OF NAME CHANGE: 19970917 8-K 1 d843313d8k.htm 8-K 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 24, 2014

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)

(IRS Employer

Identification No.)


5 Westbrook Corporate Center, Westchester, Illinois		60154-5749
(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))

Item 8.01

Other Events.

On December 24, 2014, the United States Department of Justice issued Requests for Additional Information and Documentary Material, typically referred to as “second requests,” to Penford Corporation (“Penford”) and Ingredion Incorporated (the “Company”) concerning the merger (the “Merger”) of Prospect Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”) with and into Penford, as a result of which Penford would become 100% owned by the Company. In accordance with their respective obligations under the Agreement and Plan of Merger, dated as of October 14, 2014, by and among Penford, the Company, and Merger Sub, Penford and the Company intend to respond as promptly as practicable and to cooperate with the Department of Justice in an effort to resolve any questions. The second requests have the effect of extending the waiting period under the Hart-Scott-Rodino Act (the “HSR Act”) until 30 days after both parties have substantially complied with the requests, subject to any modifications of the requests to which the Department of Justice may agree. Expiration or termination of the waiting period under the HSR Act is required as a condition to the consummation of the Merger, and no assurance can be given as to the timing of such expiration or termination or whether it will occur at all.

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.