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): October 15, 2020
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 1-16483 | 52-2284372 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
905 West Fulton Market, Suite 200, Chicago, Illinois 60607
(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:
| ☐ | 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 | ||
| Class A Common Stock, no par value | MDLZ | The Nasdaq Global Select Market | ||
| 2.375% Notes due 2021 | MDLZ21 | The Nasdaq Stock Market LLC | ||
| 1.000% Notes due 2022 | MDLZ22 | The Nasdaq Stock Market LLC | ||
| 1.625% Notes due 2023 | MDLZ23 | The Nasdaq Stock Market LLC | ||
| 1.625% Notes due 2027 | MDLZ27 | The Nasdaq Stock Market LLC | ||
| 2.375% Notes due 2035 | MDLZ35 | The Nasdaq Stock Market LLC | ||
| 4.500% Notes due 2035 | MDLZ35A | The Nasdaq Stock Market LLC | ||
| 3.875% Notes due 2045 | MDLZ45 | The Nasdaq Stock Market LLC |
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 8.01. | Other Events. |
Notes Offering
On October 15, 2020, Mondelēz International, Inc. (“Mondelēz International” or “we”) completed the previously announced offering of $625,000,000 aggregate principal amount of 1.875% Notes due 2032 (the “2032 Notes”) and $625,000,000 aggregate principal amount of 2.625% Notes due 2050 (the “2050 Notes” and, together with the 2032 Notes, the “Notes”). The 2050 Notes constitute a further issuance of, and form a single series with, the 2.625% Notes due 2050, of which $500,000,000 aggregate principal amount was issued on September 4, 2020.
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 October 15, 2020 (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 Securities and Exchange Commission (the “SEC”) a Prospectus, dated as of February 28, 2020, and a Prospectus Supplement for the Notes, dated as of September 30, 2020, 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 301 Certificate as Exhibit 4.4, the Specimen of 2032 Notes as Exhibit 4.5, the Specimen of 2050 Notes as Exhibit 4.6, the Opinion of Gibson, Dunn & Crutcher LLP as Exhibit 5.1, the Opinion of Hunton Andrews Kurth LLP as Exhibit 5.2, the Consent of Gibson, Dunn & Crutcher LLP as Exhibit 23.1, and the Consent of Hunton Andrews Kurth LLP as Exhibit 23.2 to this Current Report on Form 8-K for the purpose of incorporating them as exhibits to the Registration Statement.
Tender Offer
On October 15, 2020, we issued press releases announcing the early tender results and pricing of our previously announced offer to purchase (the “Tender Offer”), and the increase of the maximum tender amounts accepted for purchase of, all validly tendered and not validly withdrawn 7.000% Notes due 2037, 6.875% Notes due 2038, 6.875% Notes due 2039, 6.500% Notes due 2031, 6.500% Notes due 2040, 4.625% Notes due 2048, 4.000% Notes due 2024, 3.625% Notes due 2023, 3.625% Notes due 2026, and 4.125% Notes due 2028 (collectively, the “Tendered Notes”). On October 16, 2020, we purchased all Tendered Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer.
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: October 16, 2020
