Mondelez International Announces $2,000,000,000 Cash Tender Offer for Certain Notes
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 |
|
N/A |
1 |
3.000% due |
PX1 |
140 |
30.00 |
6.500% Notes due 2031 |
50075NAC8 |
|
N/A |
2 |
3.000% due |
PX1 |
105 |
30.00 |
5.375% Notes due 2020 |
50075NBA1 |
|
|
3 |
1.250% due |
PX1 |
40 |
30.00 |
7.000% Notes due 2037 |
50075NAR5 |
|
N/A |
4 |
3.000% due |
PX1 |
155 |
30.00 |
6.875% Notes due 2038 |
50075NAT1 |
|
N/A |
5 |
3.000% due |
PX1 |
160 |
30.00 |
6.875% Notes due 2039 |
50075NAW4 |
|
N/A |
6 |
3.000% due |
PX1 |
160 |
30.00 |
6.500% Notes due 2017 |
50075NAS3 |
|
N/A |
7 |
0.500% due |
PX5 |
35 |
30.00 |
6.125% Notes due 2018 |
50075NAV6 |
|
N/A |
8 |
1.500% due |
PX5 |
45 |
30.00 |
6.125% Notes due 2018 |
50075NAU8 |
|
N/A |
9 |
1.000% due |
PX1 |
40 |
30.00 |
4.125% Notes due 2016 |
50075NBB9 |
|
|
10 |
0.375% due |
PX4 |
25 |
30.00 |
(1) |
The applicable page on Bloomberg from which |
|||||||
(2) |
Per |
The Tender Offer will expire at
The consideration paid in the Tender Offer 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. Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will receive the applicable "Total Consideration," which includes an early tender payment of
The Tender Offer is not conditioned upon any minimum amount of Notes being tendered, and the Tender Offer may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of Notes. The amounts of each series of Notes that are purchased on any settlement date 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 10 being the lowest Acceptance Priority Level. In addition, no more than
Subject to the applicable Tender Caps, 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, Notes validly tendered and not validly withdrawn at or prior to 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 subject to a Tender Cap 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 applicable Tender Cap. Furthermore, if purchasing all of the tendered Notes of a series of Notes of an applicable Acceptance Priority Level on any settlement date would cause the foregoing maximum amount limitation to be exceeded, the amount of that series of Notes purchased on that settlement date will be prorated based on the aggregate principal amount of that series of Notes tendered in respect of that settlement date such that the Maximum Amount limitation will not 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.
Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes. If the Tender Offer is terminated with respect to any series of Notes without Notes of such series being accepted for purchase, Notes of such series tendered pursuant to the Tender Offer will promptly be returned to the tendering holders. Notes tendered pursuant to the Tender Offer and not purchased due to the priority acceptance procedures or due to proration will be returned to the tendering holders promptly following the Expiration Time or, if the Tender Offer is fully subscribed as of the Early Tender Deadline, promptly following the Early Tender Deadline.
Prior to the Initial Settlement Date,
This press release is neither an offer to purchase nor a solicitation of an offer to sell 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.
BofA Merrill Lynch,
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