UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 1.02. | Termination of a Material Definitive Agreement. |
In connection with entry into the 364-Day Revolving Credit Agreement described below under “Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.”, we terminated our $2.5 billion 364-day senior unsecured revolving credit agreement, dated as of February 23, 2022.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
364-Day Revolving Credit Agreement
On February 22, 2023, we entered into a revolving credit agreement (the “364-Day Revolving Credit Agreement”) for a 364-day senior unsecured revolving credit facility in an aggregate principal amount of $1.5 billion with the lenders named in the 364-Day Revolving Credit Agreement and JPMorgan Chase Bank, N.A., as administrative agent.
Under the 364-Day Revolving Credit Agreement, we and certain of our subsidiaries that we may designate may borrow up to the aggregate amount of the unused commitments under the 364-Day Revolving Credit Agreement. The 364-Day Revolving Credit Agreement will terminate on February 21, 2024 (the “Termination Date”). We may request the amount of the 364-day revolving facility be increased by up to $500 million in the aggregate with the agreement of the lenders providing the increased commitments. We may extend the maturity of any loans outstanding on the Termination Date to February 21, 2025, subject to delivery of prior notice and satisfaction of other conditions. We also have the right, subject to certain conditions, to terminate in whole or reduce ratably in part the unused portions of the respective commitments of the lenders. All committed pro rata borrowings under the 364-Day Revolving 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 364-Day Revolving Credit Agreement). The applicable margin will be determined by reference to the rating of our long-term senior unsecured debt.
The 364-Day Revolving Credit Agreement requires us to maintain a minimum shareholders’ equity of not less than $25.0 billion. The 364-Day Revolving 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 364-Day Revolving Credit Agreement also contains customary representations, covenants and events of default.
We expect to use the 364-Day Revolving Credit Agreement for general corporate purposes, including for working capital purposes, and to support our commercial paper program. Some of the lenders under the 364-Day Revolving 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 364-Day Revolving Credit Agreement is qualified in its entirety by reference to the complete terms and conditions of the 364-Day Revolving 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 | 364 - Day Revolving Credit Agreement, dated February 22, 2023, by and among Mondelēz International, Inc., the lenders named therein and JPMorgan Chase Bank, N.A., 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: February 22, 2023