UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
The information described below under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.” is hereby incorporated by reference into this Item 1.01.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Term Credit Agreement
On March 31, 2022 (the “Effective Date”), we entered into a term loan credit agreement (the “Term Credit Agreement”) pursuant to which we may incur up to $2.0 billion of term loans with a three-year term with the lenders named in the Term Credit Agreement and Mizuho Bank, Ltd., as administrative agent.
Under the Term Credit Agreement, we may, on up to four funding dates within eight months after the Effective Date, draw up to $2.0 billion of term loans with a maturity three years after the funding date of the applicable loans. Amounts borrowed and repaid under the Term Credit Agreement may not be reborrowed. We have the right, subject to certain conditions, to prepay in whole or in part any outstanding term loans and terminate in whole or reduce ratably in part the unused portions of the respective commitments of the lenders. All term loans under the Term Credit Agreement will bear interest at a variable annual rate based on SOFR, or base rate, at our election, plus an applicable margin (as determined pursuant to the Term Credit Agreement). The applicable margin will be determined by reference to the rating of our long-term senior unsecured debt.
The Term Credit Agreement requires us to maintain a minimum shareholders’ equity of not less than $25.0 billion. The Term Credit Agreement’s definition of minimum shareholder equity excludes accumulated other comprehensive income or losses, the cumulative effects of any changes in accounting principles, and any income or losses recognized in connection with the ongoing application of any “mark-to-market” accounting adopted in respect of pension and other retirement plans. The Term Credit Agreement also contains customary representations, covenants and events of default.
We expect to use the Term Credit Agreement for general corporate purposes. Some of the lenders under the Term Credit Agreement and their affiliates have various relationships with us and our subsidiaries involving the provision of financial services, including cash management, investment banking and trust services. In addition, we and certain of our subsidiaries have entered into foreign exchange and other derivatives arrangements with certain of the lenders and their affiliates.
This description of the Term Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the Term Credit Agreement, which is filed hereto as Exhibit 10.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit |
Description | |
10.1 | Term Credit Agreement, dated March 31, 2022, by and among Mondelēz International, Inc., the lenders named therein and Mizuho Bank, Ltd., as Administrative Agent. | |
104 | The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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.
MONDELĒZ INTERNATIONAL, INC. | ||
By: | /s/ Luca Zaramella | |
Name: | Luca Zaramella | |
Title: | Executive Vice President and Chief Financial Officer |
Date: March 31, 2022