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INVESTOR RELATIONS

Release Details

Mondelez International Announces Pricing for its Cash Tender Offer

March 9, 2015 at 4:45 PM EDT

DEERFIELD, Ill., March 9, 2015 /PRNewswire/ -- Mondelez International, Inc. today announced the pricing for its previously announced cash tender offer (the "Tender Offer") for its 6.500% Notes due 2040, 6.500% Notes due 2031, 5.375% Notes due 2020, 7.000% Notes due 2037, 6.875% Notes due 2038, 6.875% Notes due 2039, 6.500% Notes due 2017, 6.125% Notes due August 2018, 6.125% Notes due February 2018 and 4.125% Notes due 2016 (the "Notes").

Mondelez International, Inc.

The Tender Offer is being made pursuant to an Offer to Purchase, dated February 23, 2015 (the "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal"), as amended by the company's press release issued earlier today, which set forth a description of the terms and conditions of the Tender Offer. 

The consideration to be paid in the Tender Offer for each series of Notes has been determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable Reference U.S. Treasury Security specified in the table below and in the Offer to Purchase (the "Tender Offer Yield").  Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Deadline (as defined below) that are accepted for purchase will receive the applicable "Total Consideration" listed in the table below, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Premium").  In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the settlement date.

Title of Security

CUSIP Number

Aggregate Principal Amount Outstanding

Tender Cap

Acceptance Priority Level

Reference U.S. Treasury Security

Bloomberg Reference Page(1)

Reference Yield

Fixed Spread (basis points)

Tender Offer Yield

Total Consideration(2)(3)

6.500% Notes due 2040

50075NAZ7

$1,677,611,000

N/A

1

3.000% due 11/15/44

PX1

2.798%

140

4.198%

$1,353.53

6.500% Notes due 2031

50075NAC8

$578,973,000

N/A

2

3.000% due 11/15/44

PX1

2.798%

105

3.848%

$1,323.64

5.375% Notes due 2020

50075NBA1

$1,382,820,000

$690,586,000

3

1.250% due 1/31/20

PX1

1.660%

40

2.060%

$1,154.23

7.000% Notes due 2037

50075NAR5

$171,265,000

N/A

4

3.000% due 11/15/44

PX1

2.798%

155

4.348%

$1,377.36

6.875% Notes due 2038

50075NAT1

$327,976,000

N/A

5

3.000% due 11/15/44

PX1

2.798%

160

4.398%

$1,355.10

6.875% Notes due 2039

50075NAW4

$265,582,000

N/A

6

3.000% due 11/15/44

PX1

2.798%

160

4.398%

$1,363.83

6.500% Notes due 2017

50075NAS3

$590,173,000

N/A

7

0.500% due 7/31/17

PX5

0.916%

35

1.266%

$1,124.31

6.125% Notes due 2018

50075NAV6

$477,347,000

N/A

8

1.500% due 8/31/18

PX5

1.315%

45

1.765%

$1,145.41

6.125% Notes due 2018

50075NAU8

$674,956,000

N/A

9

1.000% due 2/15/18

PX1

1.114%

40

1.514%

$1,129.96

4.125% Notes due 2016

50075NBB9

$1,750,000,000

$100,000,000

10

0.375% due 2/15/16

PX4

0.275%

25

0.525%

$1,032.77

 

(1)   The applicable page on Bloomberg from which J.P. Morgan Securities LLC and BofA Merrill Lynch quoted the bid side prices of the applicable Reference U.S. Treasury Security.

(2)   Per $1,000 principal amount of Notes.

(3)    Includes the Early Tender Premium. 

The Tender Offer will expire at 11:59 p.m., Eastern Time, on March 20, 2015, unless extended (such date and time, as the same may be extended, the "Expiration Time").  Holders of Notes must have validly tendered and not validly withdrawn their Notes on or before 5:00 p.m., Eastern Time, on March 6, 2015 (the "Early Tender Deadline") to be eligible to receive the applicable Total Consideration for their tendered Notes. After such time, the Notes may not be withdrawn except in certain limited circumstances where additional withdrawal rights are required by law. Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, the company expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be on March 10, 2015 (the "Settlement Date"). As the company intends, subject to the terms and conditions of the Tender Offer, to accept for purchase the maximum combined aggregate principal amount of Notes that may be purchased in the Tender Offer on the Settlement Date, further tenders of Notes prior to the Expiration Time will not be accepted for purchase.

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 the 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, as amended by the company's press release issued earlier today. 

BofA Merrill Lynch, J.P. Morgan Securities LLC, and Goldman, Sachs & Co. are serving as Lead Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to BofA Merrill Lynch at +1 (888) 292-0070 (toll free) or +1 (980) 387-3907 (collect) or to J.P. Morgan Securities LLC at +1 (800) 834-4666 (toll free) or +1 (212) 834-4811 (collect). Requests for the Offer to Purchase or the Letter of Transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as Tender and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, +1 (212) 430-3774; all others toll free at +1 (866) 470-4500.

About Mondelez International
Mondelez International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with 2014 revenue of $34 billion. Creating delicious moments of joy in 165 countries, Mondelez International is a world leader in biscuits, chocolate, gum, candy, coffee and powdered beverages, with billion-dollar brands such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; Trident gum; Jacobs coffee and Tang powdered beverages. Mondelez International is a proud member of the Standard and Poor's 500, NASDAQ 100 and Dow Jones Sustainability Index. Visit www.mondelezinternational.com or follow Mondelez International on Twitter at www.twitter.com/MDLZ.

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. 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 SEC, including our most recently filed Annual Report on Form 10-K. Mondelez International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

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SOURCE Mondelez International, Inc.

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Mail:
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