Mondelez Prices $2.5 Billion Senior Notes Offering

TL;DR

**Mondelez just priced a $2.5 billion senior notes offering to fund general corporate purposes, including debt repayment.**

AI Summary

Mondelez International, Inc. filed an 8-K on February 20, 2024, reporting the pricing of a public offering of senior notes totaling $2.5 billion. The offering includes $750 million of 4.750% Notes due 2027, $750 million of 4.875% Notes due 2029, and $1 billion of 5.000% Notes due 2034. The proceeds are intended for general corporate purposes, including debt repayment.

Why It Matters

This debt offering allows Mondelez to raise capital for general corporate purposes, potentially including refinancing existing debt or funding new investments, impacting its financial structure and future growth.

Risk Assessment

Risk Level: low — The filing reports a standard debt offering for a large, established company, which is a routine financing activity.

Key Numbers

• $2.5B — Total Senior Notes Offering (Amount raised for general corporate purposes, including debt repayment.)
• 4.750% — Interest Rate (Rate for Notes due 2027.)
• 4.875% — Interest Rate (Rate for Notes due 2029.)
• 5.000% — Interest Rate (Rate for Notes due 2034.)

Key Players & Entities

• Mondelez International, Inc. (company) — filer of the 8-K and issuer of senior notes
• $2.5 billion (dollar_amount) — total principal amount of senior notes offered
• $750 million (dollar_amount) — principal amount of 4.750% Notes due 2027
• $750 million (dollar_amount) — principal amount of 4.875% Notes due 2029
• $1 billion (dollar_amount) — principal amount of 5.000% Notes due 2034
• February 15, 2024 (date) — date of the pricing of the offering

FAQ

Key Financial Figures

• $550 million — issued an aggregate principal amount of $550 million of the Notes. The Notes were issued pur

Filing Documents

• mdlz-20240215.htm (8-K) — 48KB
• exhibit12-8xk.htm (EX-1.2) — 95KB
• exhibit44-8xk.htm (EX-4.4) — 152KB
• exhibit51-8xk.htm (EX-5.1) — 16KB
• exhibit52-8xk.htm (EX-5.2) — 21KB
• gibsondunnlogo1a.jpg (GRAPHIC) — 77KB
• huntonlogoa.jpg (GRAPHIC) — 38KB
• 0001628280-24-005656.txt ( ) — 758KB
• mdlz-20240215.xsd (EX-101.SCH) — 4KB
• mdlz-20240215_def.xml (EX-101.DEF) — 18KB
• mdlz-20240215_lab.xml (EX-101.LAB) — 39KB
• mdlz-20240215_pre.xml (EX-101.PRE) — 19KB
• mdlz-20240215_htm.xml (XML) — 8KB

01. Other Events

Item 8.01. Other Events. On February 15, 2024, we announced and priced an offering (the "Notes Offering") of senior notes due 2029 (the "Notes"). In connection with the Notes Offering, on February 15, 2024, we entered into a Terms Agreement in respect of the Notes (the "Terms Agreement") with BBVA Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, 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 February 20, 2024, we issued an aggregate principal amount of $550 million 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 February 20, 2024 (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 27,

01. Financial Statements and Exhibits

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, dated as of February 15, 2024, among Mondelz International, Inc. and BBVA Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 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 Mondelz 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 Mondelz 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 Notes (included in the 301 Certificate filed as Exhibit 4.4 hereto). 5.1 Opinion of Gibson, Dunn & Crutcher LLP, dated February 20, 2024. 5.2 Opinion of Hunton Andrews Kurth LLP, dated February 20, 2024. 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).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MONDELZ INTERNATIONAL, INC. By: /s/ Laura Stein Name: Laura Stein Title: Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary Date: February 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR