Mondelez International Announces $1 Billion Cash Tender Offer for Certain Notes
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The Tender Offer is being made pursuant to, and subject to the terms and conditions in, an Offer to Purchase, dated
|
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Tender Cap |
Acceptance Priority Level |
Reference U.S. Treasury Security |
Bloomberg Reference Page(1) |
Fixed Spread (basis points) |
Early Tender Premium(2) | ||||||||
|
6.500% Notes due 2040 |
50075NAZ7 |
|
|
1 |
3.625% due |
FIT1 |
100 |
| ||||||||
|
7.000% Notes due 2037 |
50075NAR5 |
|
N/A |
2 |
3.625% due |
FIT1 |
110 |
| ||||||||
|
6.875% Notes due 2038 |
50075NAT1 |
|
N/A |
3 |
3.625% due |
FIT1 |
108 |
| ||||||||
|
6.875% Notes due 2039 |
50075NAW4 |
|
N/A |
4 |
3.625% due |
FIT1 |
108 |
| ||||||||
|
6.500% Notes due 2031 |
50075NAC8 |
|
N/A |
5 |
3.625% due |
FIT1 |
87 |
|
|
(1) |
The applicable page on |
|
(2) |
Per |
The Tender Offer will expire at
The consideration paid in the Tender Offer for each series of Notes will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the "Reference U.S. Treasury Security") specified in the table above and in the Offer to Purchase. Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will receive the applicable "Total Consideration," which includes an early tender premium of
The amounts of each series of Notes that are purchased will be determined in accordance with the acceptance priority levels specified in the table above and on the cover page of the Offer to Purchase in the column entitled "Acceptance Priority Level" (the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. In addition, no more than
Subject to the Tender Cap and the Maximum Amount, all Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any tendered Notes having a lower Acceptance Priority Level are accepted in the Tender Offer, and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level are accepted in the Tender Offer. However, even if the Tender Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap and the Maximum Amount, Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered after the Early Tender Deadline even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Deadline.
Notes of a series may be subject to proration if the aggregate principal amount of the Notes of such series validly tendered and not validly withdrawn is greater than the Tender Cap, if applicable, or would cause the Maximum Amount to be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline will not have any of their Notes accepted for payment.
Prior to the Initial Settlement Date, the company intends to offer and sell new debt securities. The net proceeds of the offering will be used to finance the purchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, and to pay all fees and expenses in connection with the Tender Offer. The company's obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer is conditioned upon the satisfaction or waiver of (i) the condition that the company receive funds in the notes offering sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by the company and to pay all fees and expenses in connection with the Tender Offer and (ii) the other conditions described in the Offer to Purchase under the heading "Terms of the Tender Offer—Conditions to the Tender Offer".
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities nor is this press release an offer to sell or a solicitation of an offer to buy securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal. This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended.
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Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as "will," "intend," "expect" and similar expressions are intended to identify our forward-looking statements, including, but not limited to, statements about the terms and conditions of, and completion of, the tender offer or the concurrent notes offering. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those indicated in our forward-looking statements. Please also see our risk factors, as they may be amended from time to time, set forth in our filings with the
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