Item 8.01. Other Events.
On June 30, 2020, we announced and priced an offering (the "Notes Offering") of
senior notes due 2022 (the "Notes").
In connection with the Notes Offering, on June 30, 2020, we entered into a Terms
Agreement in respect of the Notes (the "Terms Agreement") with BBVA Securities
Inc., Citigroup Global Markets Inc. and TD Securities (USA) LLC, as
representatives of the several underwriters named therein (the "Underwriters"),
pursuant to which we agreed to issue and sell the Notes to the Underwriters. The
provisions of an Amended and Restated Underwriting Agreement dated as of
February 28, 2011 (the "Underwriting Agreement") are incorporated by reference
into the Terms Agreement. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 and a copy of the Terms Agreement is filed as Exhibit 1.2 to this
Current Report.
On July 2, 2020, we issued an aggregate principal amount of $1.0 billion of the
Notes. 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 July 2, 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 SEC a Prospectus, dated as of February 28, 2020, and a
Prospectus Supplement for the Notes, dated as of June 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 items listed below as exhibits to this Current
Report for the purpose of incorporating them as exhibits to the Registration
Statement.
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
1.1 Amended and Restated Underwriting Agreement, dated February 28,
2011 (incorporated by reference to Exhibit 1.1 to Kraft Foods Inc.'s
Registration Statement on Form S-3 filed with the SEC on
February 28, 2011).
1.2 Terms Agreement for Notes among Mondel?z International, Inc. and
BBVA Securities Inc., Citigroup Global Markets Inc. and TD
Securities (USA) LLC, as representatives of the several underwriters
named therein, dated June 30, 2020.
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
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4.5 Specimen of Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
5.1 Opinion of Gibson, Dunn & Crutcher LLP, dated July 2, 2020
5.2 Opinion of Hunton Andrews Kurth LLP, dated July 2, 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)
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