Mondelez Int'l (MDLZ) Announces $2.5B Debt Tender; Enters Term Loan Agreement

October 17, 2016 9:16 AM EDT

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Mondelez Int'l (Nasdaq: MDLZ) announces its offer to purchase (the “Tender Offer”) for cash up to $2,500,000,000 (the “Maximum Amount”) aggregate principal amount (converted into U.S. Dollars where applicable on the basis set forth in the Offer to Purchase (as defined below)) of the debt securities listed in Table I below (each, a “Security” and together, the “Securities”). The Tender Offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 17, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and, where applicable, in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).

Copies of the Offer Documents are available from the Information Agent as set out below and will be made available on the Company’s website at www.mondelezinternational.com/investors. Capitalized terms used in this announcement but not defined have the meanings given to them in the Offer to Purchase.

Table I

SECURITIES SUBJECT TO THE TENDER OFFER

Title of Security

Security

Identifier(s)

Applicable

Call /

Maturity

Date

Principal

Amount

Outstanding

(millions)

Acceptance
Priority
Level

Authorized

Denominations

Early

Participation

Amount(1)

Reference

Security /

Interpolated Rate

Bloomberg

Reference

Page /
Screen

Fixed

Spread

(basis
points
)

7.25 per cent.

Notes due

July 2018

ISIN:

XS0377058614

July 18, 2018 £102.875 1 £50,000 and integral multiples of £1,000 in excess thereof £30 1.250% UK Treasury due 07/22/2018 DMO2 65
6.125% Notes due 2018

CUSIP:

50075N AU8

February 1, 2018 $559.730 2 $2,000 and integral multiples of $1,000 in excess thereof $30 0.875% U.S. Treasury due 01/31/2018 PX4 20
6.125% Notes due 2018

CUSIP:

50075N AV6

August 23, 2018 $396.883 3 $2,000 and integral multiples of $1,000 in excess thereof $30 1.000% U.S. Treasury due 08/15/2018 PX4 20
7.000% Notes due 2037

CUSIP:

50075N AR5

August 11, 2037 $145.111 4 $2,000 and integral multiples of $1,000 in excess thereof $30 2.500% U.S. Treasury due 05/15/2046 PX1 180
6.875% Notes due 2038

CUSIP:

50075N AT1

February 1, 2038 $256.962 5 $2,000 and integral multiples of $1,000 in excess thereof $30 2.500% U.S. Treasury due 05/15/2046 PX1 180
6.875% Notes due 2039

CUSIP:

50075N AW4

January 26, 2039 $196.119 6 $2,000 and integral multiples of $1,000 in excess thereof $30 2.500% U.S. Treasury due 05/15/2046 PX1 180
6 12% Notes due 2031

CUSIP:

50075N AC8

November 1, 2031 $378.038 7 $1,000 and integral multiples of $1,000 in excess thereof $30 2.500% U.S. Treasury due 05/15/2046 PX1 110
5.375% Notes due 2020

CUSIP:

50075N BA1

February 10, 2020 $692.234 8 $2,000 and integral multiples of $1,000 in excess thereof $30 1.250% U.S. Treasury due 01/31/2020 PX5 30
6.500% Notes due 2040

CUSIP:

50075N AZ7

February 9, 2040 $534.742 9 $2,000 and integral multiples of $1,000 in excess thereof $30 2.500% U.S. Treasury due 05/15/2046 PX1 155
4.00% Notes due 2024

CUSIP:

609207 AB1

November 1, 2023 $1,750.000 10 $2,000 and integral multiples of $1,000 in excess thereof $30 1.500% U.S. Treasury due 08/15/2026 PX1 30
4.500% Notes due 2035

ISIN:

XS1324085304

September 3, 2035 £400.000 11 £100,000 and integral multiples of £1,000 in excess thereof £30 4.500% UK Treasury due 09/07/2034 DMO2 135
3.875% Notes due 2045

ISIN:

XS1197275966

December 6, 2044 £450.000 12 £100,000 and integral multiples of £1,000 in excess thereof £30 3.250% UK Treasury due 01/22/2044 DMO2 135
2.375% Notes due 2021

ISIN:

XS1003251441

January 26, 2021 1,250.000 13 €100,000 and integral multiples of €1,000 in excess thereof 30 January 2021 Interpolated Swap Rate ICAE1 10
2.375% Notes due 2035

ISIN:

XS1197273755

December 6, 2034 750.000 14 €100,000 and integral multiples of €1,000 in excess thereof 30 December 2034 Interpolated Swap Rate ICAE1 100
1.625% Notes due 2027

ISIN:

XS1197270819

December 8, 2026 750.000 15 €100,000 and integral multiples of €1,000 in excess thereof 30 December 2026 Interpolated Swap Rate ICAE1 60

2


SECURITIES SUBJECT TO THE TENDER OFFER

Title of Security

Security

Identifier(s)

Applicable

Call /

Maturity

Date

Principal

Amount

Outstanding

(millions)

Acceptance
Priority
Level

Authorized

Denominations

Early

Participation

Amount(1)

Reference

Security /

Interpolated Rate

Bloomberg

Reference

Page /
Screen

Fixed

Spread

(basis
points
)

1.625% Notes due 2023

ISIN:

XS1346872580

October 20, 2022 700.000 16 €100,000 and integral multiples of €1,000 in excess thereof 30 October 2022 Interpolated Swap Rate ICAE1 28
1.000% Notes due 2022

ISIN:

XS1197269647

December 7, 2021 500.000 17 €100,000 and integral multiples of €1,000 in excess thereof 30 December 2021 Interpolated Swap Rate ICAE1 20

(1)The Total Consideration payable for each series of Securities will be a price per $1,000, £1,000 or €1,000 principal amount of such series of Securities validly tendered on or prior to the Early Participation Date and accepted for purchase by the Company is calculated using the applicable Fixed Spread and includes the Early Participation Amount. In addition, holders whose Securities are accepted will also receive Accrued Interest on such Securities.

Rationale for the Tender Offer

The purpose of the Tender Offer, in conjunction with the Financing Transactions (as defined below), is to purchase certain outstanding debt issued by the Company and to reduce the Company’s interest expense.

Details of the Tender Offer

The Tender Offer will expire at 11:59 p.m., New York City time, on November 14, 2016, unless extended or earlier terminated by the Company (such date and time, as the same may be extended, the “Expiration Date”). Securities tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on October 28, 2016, unless extended by the Company (such date and time, as the same may be extended, the “Withdrawal Date”), but not thereafter. The Company will accept for payment, and thereby purchase, all Securities validly tendered (and not validly withdrawn) pursuant to the Tender Offer on or prior to the Expiration Date, based on the applicable acceptance priority levels set forth in Table I above (the “Acceptance Priority Levels”) and subject to the Maximum Amount, and subject to proration (if applicable). There will be no proration for notes tendered in Acceptance Priority Levels 1 through 7, even if 100% of each series of Securities is validly tendered in the Tender Offer prior to the Early Participation Date (assuming no change in foreign exchange rates). The Tender Offer is subject to certain conditions, including the Financing Condition (as defined below).

Holders (the “Holders”) of the Securities that are validly tendered at or prior to 5:00 p.m., New York City time, on October 28, 2016, unless extended by the Company (such date and time, as the same may be extended, the “Early Participation Date”), and not subsequently validly withdrawn, and accepted for purchase will receive the applicable Total Consideration (as defined below) for their Securities, together with any Accrued Interest (as defined below). The Total Consideration includes the early participation amount for the applicable series of Securities set forth in Table I (the “Early Participation Amount”). Holders validly tendering their Securities after the Early Participation Date but prior to the Expiration Date pursuant to the Tender Offer will only be eligible to receive the “Tender Offer Consideration” which is equal to the applicable Total Consideration minus the Early Participation Amount.

Subject to the Company’s right to terminate the Tender Offer and subject to the Maximum Amount, the Acceptance Priority Levels of each series of the Securities and proration (if applicable), the Company will purchase (i) the Securities that have been validly tendered (and not subsequently validly withdrawn) at or before the Early Participation Date, subject to all conditions to the Tender Offer having been satisfied or waived by the Company, promptly following the Early Participation Date (the date of such purchase, which is expected to be the second business day following the Early Participation Date, the “Early Payment Date”) and (ii) the Securities that have been validly tendered after the Early Participation Date and at or before the Expiration Date, subject to all conditions to the Tender Offer having been satisfied or waived by the Company, promptly following the Expiration Date (the date of such purchase, which is expected to be the second business day following the Expiration Date, the “Final Payment Date”, and together with the Early Payment Date, each a “Payment Date”).

If the purchase of all Securities validly tendered in the Tender Offer on or prior to the Expiration Date would cause the aggregate principal amount of Securities purchased to exceed the Maximum Amount, then the Tender Offer will be oversubscribed.

If the Tender Offer is oversubscribed, Securities will be accepted in accordance with their Acceptance Priority Levels set forth in Table I, with 1 being the highest Acceptance Priority Level and 17 being the lowest. All Securities tendered prior to or at the Early Participation Date will have priority over Securities tendered after the Early Participation Date. If the principal amount of Securities validly tendered prior to or at the Early Participation Date constitutes a principal amount of Securities that, if accepted by the Company, would result in the Tender Offer being oversubscribed, the Company will not accept any Securities tendered after the Early Participation Date unless the Company increases the Maximum Amount.

The “Total Consideration” payable for each series of Securities will be a price per $1,000, £1,000 or €1,000 principal amount of such series of Securities equal to an amount, calculated in accordance with Schedule A-1, A-2, A-3, A-4 or A-5 of the Offer to Purchase, as applicable, that would reflect, as of the Early Payment Date, a yield to the applicable call or maturity date of such series of Securities equal to the sum (annualized where applicable) of (i) the Reference Yield (as defined below) for such series, determined at 10:00 a.m. (New York City time), on the business day following the Early Participation Date (the “Reference Yield Determination Date”) plus (ii) the fixed spread applicable to such series, as set forth in Table I (the “Fixed Spread”), in each case minus accrued and unpaid interest on the Securities from, and including, the most recent interest payment date prior to the applicable Payment Date (and for the 4.500% Notes due 2035 and the 1.625% Notes due 2023, from and including their applicable issuance date) up to, but not including, the applicable Payment Date (“Accrued Interest”). The “Reference Yield” means (i) with respect to each series of Securities denominated in U.S. Dollars or Sterling, the yield of the applicable reference security listed in Table I (the “Reference Security”) for such series and (ii) with respect to each series of Securities denominated in Euro, the Interpolated Rate for such series.

For further details about the procedures about tendering the Securities, please refer to the Offer Documents, including the procedures set out under the heading “The Tender Offer—Procedures for Tendering Securities” of the Offer to Purchase.

Financing

In connection with the Tender Offer, Mondelez International Holdings Netherlands B.V. (“MIHN”), a wholly-owned subsidiary of the Company and the principal holding company for the Company’s consolidated non-U.S. operations, intends to issue and sell, in one or more capital markets financing transactions (the “Financing Transactions”), on terms satisfactory to the Company, in the Company’s reasonable judgment, new debt securities (the “New Notes”), guaranteed by the Company. Notwithstanding any other provision of the Tender Offer, the Company’s obligation to accept for purchase any Securities validly tendered (and not validly withdrawn) pursuant to the Tender Offer, or to pay for such Securities accepted for purchase, is conditional upon the net proceeds of the New Notes providing net proceeds at least equal to a material portion, in the Company’s reasonable judgment, of the aggregate principal amount of the Securities accepted in the Tender Offer (the “Financing Condition”). The Company reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, including the Financing Condition, on or prior to the Expiration Date.

Indicative Timetable for the Tender Offer

Events

Times and Dates

Commencement October 17, 2016
Early Participation Date 5:00 p.m., New York City time, on October 28, 2016, unless extended
Withdrawal Date 5:00 p.m., New York City time, on October 28, 2016, unless extended
Reference Yield Determination Date 10:00 a.m., New York City time, on October 31, 2016
Announcement of Results of Early Participation As soon as reasonably practicable after the Early Participation Date
Early Payment Date Promptly following the Early Participation Date (expected to be on or about November 1, 2016)

Events

Times and Dates

Expiration Date 11:59 p.m., New York City time, on November 14, 2016, unless extended or earlier terminated
Final Payment Date Promptly following the Expiration Date (expected to be on or about November 16, 2016)

The Company reserves the right, in its sole discretion, not to accept any Tender Instructions, not to purchase any Securities or to extend, re-open, withdraw or terminate the Tender Offer and to amend or waive any of the terms and conditions of the Tender Offer in any manner, subject to applicable laws and regulations.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold the Securities when such intermediary would require to receive instructions from a Holder in order for that the Holder to be able to participate in the Tender Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Unless stated otherwise, announcements in connection with the Tender Offer will be made available on the Company’s website at www.mondelezinternational.com/investors. Such announcements may also be made by (i) the issue of a press release, including to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information Agent for the relevant announcements relating to the Tender Offer.

Holders are advised to read carefully the Offer Documents for full details of and information on the procedures for participating in the Tender Offer.

Credit Suisse Securities (USA) LLC (“Credit Suisse”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Mizuho Securities USA Inc. (“Mizuho”), Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc. are acting as joint lead dealer managers (the “Joint Lead Dealer Managers” and collectively with any co-dealer managers, the “Dealer Managers”) in connection with the Tender Offer. Global Bondholder Services Corporation is acting as information agent (the “Information Agent”) and depositary (the “Depositary”) in connection with the Tender Offer.

Questions and requests for assistance in connection with the Tender Offer may be directed to Credit Suisse, BofA Merrill Lynch, Mizuho or the Information Agent.

BofA Merrill Lynch

214 North Tryon Street, 14th Floor

Charlotte, North Carolina 28255

Attn: Liability Management Group

Toll Free: (888) 292-0070

Collect: (980) 387-3907

London: +44 (0) 20 7996-5420

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

Attn: Liability Management Group

Toll Free: (800) 820-1653

Collect: (212) 538-2147

London: +44 (0) 20 7883-8763

Mizuho Securities USA Inc.

320 Park Avenue, 11th Floor

New York, New York 10022

Attn: Liability Management Group

Toll Free: (866) 271-7403

Collect: (212) 205-7736

London: +44 (0) 20-7090-6929

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information Agent.



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