UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2016
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| 1-16483 | ||||
(Commission File Number) | ||||
| Virginia | 52-2284372 | |||
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||
Three Parkway North, Deerfield, Illinois 60015
(Address of principal executive offices, including zip code)
(847) 943-4000
(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)) |
| Item 8.01. | Other Events. |
On January 13, 2016, we announced and priced an offering of euro-denominated fixed rate notes due 2023 (the “Notes” and the “Notes Offering”).
In connection with the Notes Offering, on January 13, 2016, we entered into a Terms Agreement in respect of the Notes (the “Terms Agreement”) with Deutsche Bank AG, London Branch, BNP Paribas and Merrill Lynch International, 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.
We have filed with the Securities and Exchange Commission (the “SEC”) a Prospectus dated March 5, 2014 and a Prospectus Supplement for the Notes dated January 13, 2016, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-194330) (the “Registration Statement”) in connection with the public 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.
We expect the Notes Offering to close on January 21, 2016, subject to the satisfaction of customary closing conditions.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit | 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 among Mondelēz International, Inc. and Deutsche Bank AG, London Branch, BNP Paribas and Merrill Lynch International, as representatives of the several underwriters named therein, dated January 13, 2016. | |
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/ Carol J. Ward | |
| Name: | Carol J. Ward | |
| Title: | Vice President and Corporate Secretary | |
Date: January 14, 2016
EXHIBIT INDEX
Exhibit | 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 among Mondelēz International, Inc. and Deutsche Bank AG, London Branch, BNP Paribas and Merrill Lynch International, as representatives of the several underwriters named therein, dated January 13, 2016. | |