Item 8.01. Other Events.
On March 3, 2021, we announced and priced an offering (the "Notes Offering") of
€750,000,000 aggregate principal amount of 0.250% Notes due 2028 (the "2028
Notes"), €600,000,000 of 0.750% Notes due 2033 (the "2033 Notes") and
€650,000,000 of 1.375% Notes due 2041 (the "2041 Notes" and, together with the
2028 Notes and the 2033 Notes, the "Notes").
In connection with the Notes Offering, on March 3, 2021, we entered into a Terms
Agreement in respect of the Notes (the "Terms Agreement") with Barclays Bank
PLC, Goldman Sachs & Co. LLC, HSBC Bank plc and Mizuho International plc, 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 March 17, 2021, we issued an aggregate principal amount of $2.0 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
March 17, 2021 (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 March 3, 2021, 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.
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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
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
Barclays Bank PLC, Goldman Sachs & Co. LLC, HSBC Bank plc and Mizuho
International plc, as representatives of the several underwriters
named therein, dated March 3, 2021.
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 2028 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
4.6 Specimen of 2033 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
4.7 Specimen of 2041 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
5.1 Opinion of Gibson, Dunn & Crutcher LLP, dated March 17, 2020
5.2 Opinion of Hunton Andrews Kurth LLP, dated March 17, 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)
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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