Item 8.01. Other Events.
Notes Offering
On October 15, 2020, Mondel?z International, Inc. ("Mondel?z International" or
"we") completed the previously announced offering of $625,000,000 aggregate
principal amount of 1.875% Notes due 2032 (the "2032 Notes") and $625,000,000
aggregate principal amount of 2.625% Notes due 2050 (the "2050 Notes" and,
together with the 2032 Notes, the "Notes"). The 2050 Notes constitute a further
issuance of, and form a single series with, the 2.625% Notes due 2050, of which
$500,000,000 aggregate principal amount was issued on September 4, 2020.
The Notes were issued pursuant to an Indenture, dated as of March 6, 2015 (the
"Indenture"), by and between us and Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), as supplemented and modified by the Supplemental
Indenture No. 1, dated as of February 13, 2019, by and between us and the
Trustee (to change the notice period for redemptions of the Notes and future
note offerings) and the Supplemental Indenture No. 2, dated as of April 13,
2020, by and between us and the Trustee (to allow for electronic execution,
authentication, delivery and dating of documents under the Indenture), and as
further supplemented and modified in respect of the Notes by an officers'
certificate under Section 301 of the Indenture, dated as of October 15, 2020
(the "301 Certificate"). We filed with the Securities and Exchange Commission
(the "SEC") the Indenture together with our Registration Statement (as defined
below) on February 28, 2020.
We have filed with the Securities and Exchange Commission (the "SEC") a
Prospectus, dated as of February 28, 2020, and a Prospectus Supplement for the
Notes, dated as of September 30, 2020, each of which forms a part of our
Registration Statement on Form S-3 (Registration No. 333-236787) (the
"Registration Statement") in connection with the offering of the Notes. We are
filing the 301 Certificate as Exhibit 4.4, the Specimen of 2032 Notes as Exhibit
4.5, the Specimen of 2050 Notes as Exhibit 4.6, the Opinion of Gibson, Dunn &
Crutcher LLP as Exhibit 5.1, the Opinion of Hunton Andrews Kurth LLP as Exhibit
5.2, the Consent of Gibson, Dunn & Crutcher LLP as Exhibit 23.1, and the Consent
of Hunton Andrews Kurth LLP as Exhibit 23.2 to this Current Report on Form 8-K
for the purpose of incorporating them as exhibits to the Registration Statement.
Tender Offer
On October 15, 2020, we issued press releases announcing the early tender
results and pricing of our previously announced offer to purchase (the "Tender
Offer"), and the increase of the maximum tender amounts accepted for purchase
of, all validly tendered and not validly withdrawn 7.000% Notes due 2037, 6.875%
Notes due 2038, 6.875% Notes due 2039, 6.500% Notes due 2031, 6.500% Notes due
2040, 4.625% Notes due 2048, 4.000% Notes due 2024, 3.625% Notes due 2023,
3.625% Notes due 2026, and 4.125% Notes due 2028 (collectively, the "Tendered
Notes"). On October 16, 2020, we purchased all Tendered Notes validly tendered
and not validly withdrawn and accepted for purchase pursuant to the Tender
Offer.
Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current
Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit
Number Description
4.1 Indenture (incorporated by reference to Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2016, filed with the SEC on February 24, 2017).
4.2 Supplemental Indenture No. 1, dated February 13, 2019, between
Mondel?z International, Inc. and Deutsche Bank Trust Company Americas
(incorporated by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K dated February 13, 2019, filed with the SEC on
February 13, 2019).
4.3 Supplemental Indenture No. 2, dated April 13, 2020, between Mondel?z
International, Inc. and Deutsche Bank Trust Company Americas
(incorporated by reference to Exhibit 4.3 to the Registrant's Current
Report on Form 8-K dated April 13, 2020, filed with the SEC on
April 13, 2020).
4.4 301 Certificate
4.5 Specimen of 2032 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
4.6 Specimen of 2050 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
5.1 Opinion of Gibson, Dunn & Crutcher LLP, dated October 15, 2020
5.2 Opinion of Hunton Andrews Kurth LLP, dated October 15, 2020
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1
hereto)
23.2 Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2 hereto)
99.1 Mondel?z International, Inc. Press Release, dated October 15, 2020.
99.2 Mondel?z International, Inc. Press Release, dated October 15, 2020.
104 The cover page from Mondel?z International, Inc.'s Current Report on
Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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