Title of Security | CUSIP / ISIN | Applicable Maturity Date / Par Call Date | Aggregate Principal Amount Outstanding | Acceptance Priority Level(1) | Maximum Tender SubCaps | Reference Security | Bloomberg Reference Page | Fixed Spread (basis points) | Early Tender Premium(2) | ||
Group 1 Notes | Group 1 SubCap | ||||||||||
7.000% Notes due 2037(3) | 50075N AR5 / US50075NAR52 | 1 | 1.250% U.S. Treasury due | PX1 | 105 | ||||||
6.875% Notes due 2038(4) | 50075N AT1 / US50075NAT19 | 2 | 1.250% U.S. Treasury due | PX1 | 105 | ||||||
6.875% Notes due 2039(3) | 50075N AW4 / US50075NAW48 | 3 | 1.250% U.S. Treasury due | PX1 | 110 | ||||||
6.500% Notes due 2031(3)(4) | 50075N AC8 / US50075NAC83 | 4 | 0.625% U.S. Treasury due | PX1 | 105 | ||||||
6.500% Notes due 2040(3) | 50075N AZ7 / US50075NAZ78 | 5 | 1.250% U.S. Treasury due | PX1 | 110 | ||||||
4.625% Notes due 2048 | 609207 AP0 / US609207AP00 | 6 | 1.250% U.S. Treasury due | PX1 | 115 | ||||||
Group 2 Notes | Group 2 SubCap | ||||||||||
4.000% Notes due 2024 | 609207 AB1 / US609207AB14 | 7 | 1.625% U.S. Treasury due | PX5 | 17.5 | ||||||
3.625% Notes due 2023 | 609207 AQ8 / US609207AQ82 | 8 | 1.500% U.S. Treasury due | PX5 | 15 | ||||||
3.625% Notes due 2026 | 609207 AR6 / US609207AR65 | 9 | 0.250% U.S. Treasury due | PX1 | 55 | ||||||
4.125% Notes due 2028 | 609207 AM7 / US609207AM78 | 10 | 0.625% U.S. Treasury due | PX1 | 55 |
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(1) | Mondelēz International will accept Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with “1” being the highest Acceptance Priority Level and “10” being the lowest Acceptance Priority Level), subject to the terms and conditions described elsewhere in the Offer to Purchase, including the Maximum Tender Amount and each applicable Maximum Tender SubCap. | |
(2) | Per | |
(3) | Issuer formerly known as | |
(4) | Admitted to trading on the Regulated Market of the | |
* | Refers to the Par Call Date for such series of Notes. |
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
Copies of the Offer to Purchase are available from the Depositary and Information Agent as set out below. Capitalized terms used in this press release but not defined have the meanings given to them in the Offer to Purchase.
Notwithstanding the Maximum Tender Amount, Mondelēz International will accept for purchase (i) no more than an aggregate amount, including premium but excluding any Accrued Interest, of
Timetable for the Offers
Date | Calendar Dates | |
Commencement of the Tender Offer | ||
Early Tender Date | ||
Withdrawal Deadline | ||
Price Determination Date | ||
Initial Settlement Date | Expected to be the second business day after the Early Tender Date. The expected Initial Settlement Date is | |
Expiration Date | ||
Final Settlement Date | Expected to be the second business day after the Expiration Date. The expected Final Settlement Date is |
Details of the Tender Offer
The consideration paid in the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable
Notes tendered in the Tender Offer may be validly withdrawn at any time at or prior to
The amount of a series of Notes that is purchased in the Tender Offer will be based on the applicable Acceptance Priority Level for such series as set forth in the table on the front cover of the Offer to Purchase, with “1” being the highest Acceptance Priority Level and “10” being the lowest Acceptance Priority Level, subject to the applicable Maximum Tender SubCap (provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be purchased prior to any Notes tendered after the Early Tender Date, regardless of the Acceptance Priority Level of such Notes validly tendered after the Early Tender Date).
Notwithstanding any other provision of the Tender Offer, the obligation of Mondelēz International to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn is further subject to, and conditioned upon, the successful completion (in Mondelēz International’s sole opinion) of some form of debt financing designated to raise sufficient funds to purchase all Notes validly tendered and not validly withdrawn, including premium but excluding any Accrued Interest, subject to the Maximum Tender Amount and the applicable Maximum Tender SubCap, and accepted for purchase by Mondelēz International and to pay all fees and expenses in connection with the Tender Offer (the “Financing Condition”), unless Mondelēz International (in its sole discretion) elects to waive the Financing Condition. The terms of such debt financing will be determined by market conditions and other factors at the time it occurs. No assurances can be given that Mondelēz International will in fact complete such debt financing. Consummation of the Tender Offer is expressly contingent upon, among other things, Mondelēz International obtaining financing on terms satisfactory to Mondelēz International.
Validly tendered Notes may be withdrawn at any time at or prior to the Withdrawal Deadline. After such time, Holders may not withdraw their Notes, unless Mondelēz International is otherwise required by applicable law to permit withdrawal, in which case withdrawal rights will be extended, in accordance with applicable law, as Mondelēz International determines to be appropriate to allow tendering Holders a reasonable opportunity to respond. In the event of a termination of the Tender Offer either in whole or with respect to any series of Notes, any Notes as to which the Tender Offer has been terminated that have been validly tendered will be promptly returned in accordance with applicable law. Notes tendered pursuant to the Tender Offer and not purchased due to the Maximum Tender Amount, applicable Maximum Tender SubCap, priority acceptance procedures, proration or a defect in the tender will be returned to the tendering Holders promptly following the Expiration Date.
Subject to applicable law, the Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn with respect to any or all series of Notes. Mondelēz International reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer, including the Financing Condition with respect to any or all series of Notes; (ii) extend or terminate the Tender Offer with respect to any or all series of Notes; (iii) increase or decrease the Maximum Tender Amount or any Maximum Tender SubCap; or (iv) otherwise amend the Tender Offer with respect to any or all series of Notes, in each case, in their sole discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights. If Mondelēz International makes a change, increases or decreases the Maximum Tender Amount or any Maximum Tender SubCap, Holders will not be able to withdraw any of their previously tendered Notes.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase. The Tender Offer is not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Mondelēz International by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The Depositary and Information Agent for the Offers is
The Lead Dealer Managers for the Tender Offer are
The Senior Co-Managers for the Tender Offer are
About Mondelēz International
Mondelēz
Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “intend” and similar expressions are intended to identify Mondelēz International’s forward-looking statements, including, but not limited to, statements about the offer to purchase. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Mondelēz International’s control, which could cause Mondelēz International’s actual results to differ materially from those indicated in Mondelēz International’s forward-looking statements. Please see Mondelēz International’s risk factors, as they may be amended from time to time, set forth in its filings with the
Contact: | +1 847 943 5678 news@mdlz.com | +1 847 943 5454 ir@mdlz.com |
Source:
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