Filed Pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated April 7, 2020
To Prospectus dated February 28, 2020
Registration No. 333-236787
Pricing Term Sheet
MONDELĒZ INTERNATIONAL, INC.
Pricing Term Sheet
$500,000,000 2.125% Notes due 2023
$500,000,000 2.750% Notes due 2030
Summary of Terms
| Issuer: | Mondelēz International, Inc. (the “Company”) | |
| Description of Securities: | $500,000,000 2.125% Senior Notes due 2023 (the “2023 Notes”) $500,000,000 2.750% Senior Notes due 2030 (the “2030 Notes” and, together with the 2023 Notes, the “Notes”) | |
| Trade Date: | April 7, 2020 | |
| Settlement Date: | April 13, 2020 (T+3) | |
| Extended Settlement: | It is expected that delivery of the Notes will be made, against payment of the Notes, on or about April 13, 2020, which will be the third business day in the United States following the date of pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, purchases or sales of securities in the secondary market generally are required to settle within two business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes on the date of the Prospectus Supplement dated April 7, 2020, will be required, because the Notes initially will settle within three business days (T+3) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to April 13, 2020 should consult their advisors. | |
| Maturity Dates: | April 13, 2023 for the 2023 Notes April 13, 2030 for the 2030 Notes | |
| Issue Prices (Price to Public): | 99.769% for the 2023 Notes 99.032% for the 2030 Notes | |
| Benchmark Treasury: | 2023 Notes: 0.500% due March 15, 2023 2030 Notes: 1.500% due February 15, 2030 | |
| Benchmark Treasury Price / Yield: | 2023 Notes: 100-13+ / 0.355% 2030 Notes: 107-07+ / 0.737% | |
| Spread to Benchmark Treasury: | 2023 Notes: +185 bps 2030 Notes: +212.5 bps | |
| Yield to Maturity: | 2023 Notes: 2.205% 2030 Notes: 2.862% | |
| Coupons: | 2.125% for the 2023 Notes 2.750% for the 2030 Notes | |
| Interest Payment Dates: | Semi-annually on April 13 and October 13 of each year, commencing October 13, 2020 | |
| Day Count Convention: | 30/360 | |
| Optional Redemption: | 2023 Notes: Prior to March 13, 2023, the greater of par and make-whole at Treasury plus 30 basis points, plus accrued and unpaid interest to the date of redemption. On or after March 13, 2023, at par, plus accrued and unpaid interest to the date of redemption.
2030 Notes: Prior to January 13, 2030, the greater of par and make-whole at Treasury plus 35 basis points, plus accrued and unpaid interest to the date of redemption. On or after January 13, 2030, at par, plus accrued and unpaid interest to the date of redemption. | |
| Denominations: | $2,000 x $1,000 | |
| CUSIPs / ISINs: | 2023 Notes: 609207 AS4 / US609207AS49 2030 Notes: 609207 AT2 / US609207AT22 | |
Other Information
| Anticipated Long-Term Senior Unsecured Debt Ratings*: | Moody’s: Baa1 S&P: BBB | |
| Underwriters: | Joint Book-Running Managers:
Barclays Capital Inc. BofA Securities LLC J.P. Morgan Securities LLC Wells Fargo Securities, LLC
Senior Co-Managers:
BBVA Securities Inc.
Citigroup Global Markets Inc. Morgan Stanley & Co. LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. BNP Paribas Securities Corp.
Co-Managers:
Academy Securities, Inc. Siebert Williams Shank & Co., LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Changes to the Preliminary Prospectus Supplement
The following paragraph will be added under the heading “Underwriting (Conflicts of Interest)” immediately before the sub-heading “Sales Outside the U.S.”:
It is expected that delivery of the notes will be made, against payment of the notes, on or about April 13, 2020, which will be the third business day in the United States following the date of pricing of the notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, purchases or sales of securities in the secondary market generally are required to settle within two business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes on the date of the Prospectus Supplement dated April 7, 2020, will be required, because the notes initially will settle within three business days (T+3) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to April 13, 2020 should consult their advisors.
No PRIIPs key information document (KID) has been prepared as the securities are not available to retail investors in the EEA.
This pricing term sheet supplements, and should be read in conjunction with, Mondelēz International, Inc.’s Preliminary Prospectus Supplement dated April 7, 2020 and the accompanying Base Prospectus dated February 28, 2020 and the documents incorporated by reference therein.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at (888) 603-5847, BofA Securities LLC toll free at (800) 294-1322, J.P. Morgan Securities LLC toll free at (212) 834-4533, or Wells Fargo Securities, LLC toll free at (800) 645-3751.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.