Mondelez International Announces Pricing for its Cash Tender Offer
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The Tender Offer is being made pursuant to an Offer to Purchase, dated
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 tender and do 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
|
Title of Security / CUSIP No. |
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 2017 (50075NAS3) |
|
|
1 |
0.50% due |
PX5 |
0.870% |
45 |
1.320% |
|
|
6.125% Notes due 2018 (50075NAU8) |
|
|
2 |
0.875% due |
PX6 |
1.077% |
55 |
1.627% |
|
|
6.125% Notes due 2018 (50075NAV6) |
|
|
3 |
1.375% due |
PX6 |
1.273% |
55 |
1.823% |
|
|
5.375% Notes due 2020 (50075NBA1) |
|
|
4 |
1.375% due |
PX6 |
1.855% |
90 |
2.755% |
|
|
(1) The applicable page on |
|
(2) Per |
|
(3) Includes the Early Tender Premium. |
The Tender Offer will expire at
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upon any minimum amount of Notes being tendered, and the Tender Offer may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of Notes.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 and proration procedures described in the Offer to Purchase.
Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes.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, 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. 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.
BofA Merrill Lynch, Credit Suisse Securities (
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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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