Item 8.01. Other Events.
Notes Offering
On March 3, 2022, we announced and priced an offering (the "Notes Offering") of
senior notes due 2024 (the "2024 Notes"), senior notes due 2027 (the "2027
Notes") and senior notes due 2032 (the "2032 Notes" and, together with the 2024
Notes and the 2027 Notes, the "Notes").
In connection with the Notes Offering, on March 3, 2022, we entered into a Terms
Agreement in respect of the Notes (the "Terms Agreement") with BofA Securities
Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., 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, 2022, 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, 2022 (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, 2022, 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.
Tender Offer
On March 17, 2022, we issued press releases announcing the early tender results
and pricing of our previously announced offer to purchase. We also announced
that we are increasing the Maximum Tender Amount (as defined in the Offer to
Purchase, dated March 3, 2022 (the "Offer to Purchase")) in order to accept for
purchase all aggregate principal amount of our 7.000% Notes due 2037, 6.500%
Notes due 2031, 6.875% Notes due 2038, 6.875% Notes due 2039, 6.500% Notes due
2040, 4.625% Notes due 2048, 2.750% Notes due 2030, 4.125% Notes due 2028 and
3.625% Notes due 2026 validly tendered and not validly withdrawn at or prior to
the Early Tender Date (as defined in the Offer to Purchase). Copies of the press
releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
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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
BofA Securities Inc., Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc., as representatives of the several underwriters
named therein, dated March 3, 2022.
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 2024 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
4.6 Specimen of 2027 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
4.7 Specimen of 2032 Notes (included in the 301 Certificate filed as
Exhibit 4.4 hereto)
5.1 Opinion of Gibson, Dunn & Crutcher LLP, dated March 17, 2022
5.2 Opinion of Hunton Andrews Kurth LLP, dated March 17, 2022
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 March 17, 2022.
99.2 Mondel?z International, Inc. Press Release, dated March 17, 2022.
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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