UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONDELĒZ INTERNATIONAL, INC. | ||||
| By: | /s/ Ellen M. Smith | |||
| Name: | Ellen M. Smith | |||
| Title: | Senior Vice President and Chief Counsel, Corporate Secretary | |||
Date: March 17, 2022