UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On April 30, 2020, we announced and priced an offering (the “Notes Offering”) of senior notes due 2025 (the “2025 Notes”) and senior notes due 2030 (the “2030 Notes” and, together with the 2025 Notes, the “Notes”). The 2030 Notes constitute a further issuance of the 2.750% Notes due 2030, of which $500,000,000 aggregate principal amount was issued on April 13, 2020.
In connection with the Notes Offering, on April 30, 2020, we entered into a Terms Agreement in respect of the Notes (the “Terms Agreement”) with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which we agreed to issue and sell the Notes to the Underwriters. The provisions of an Amended and Restated Underwriting Agreement dated as of February 28, 2011 (the “Underwriting Agreement”) are incorporated by reference into the Terms Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 and a copy of the Terms Agreement is filed as Exhibit 1.2 to this Current Report.
On May 4, 2020, we issued an aggregate principal amount of $1.5 billion of the Notes. The Notes were issued pursuant to an Indenture, dated as of March 6, 2015 (the “Indenture”), by and between us and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented and modified by the Supplemental Indenture No. 1, dated as of February 13, 2019, by and between us and the Trustee (to change the notice period for redemptions of the Notes and future note offerings) and the Supplemental Indenture No. 2, dated as of April 13, 2020, by and between us and the Trustee (to allow for electronic execution, authentication, delivery and dating of documents under the Indenture), and as further supplemented and modified in respect of the Notes by an officers’ certificate under Section 301 of the Indenture, dated as of May 4, 2020 (the “301 Certificate”). We filed with the Securities and Exchange Commission (the “SEC”) the Indenture together with our Registration Statement (as defined below) on February 28, 2020.
We have filed with the SEC a Prospectus, dated as of February 28, 2020, and a Prospectus Supplement for the Notes, dated as of April 30, 2020, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-236787) (the “Registration Statement”) in connection with the offering of the Notes. We are filing the items listed below as exhibits to this Current Report for the purpose of incorporating them as exhibits to the Registration Statement.
Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit |
Description | |||
1.1 |
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1.2 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
4.5 |
Specimen of 2025 Note (included in the 301 Certificate filed as Exhibit 4.4 hereto) | |||
4.6 |
Specimen of 2030 Note (included in the 301 Certificate filed as Exhibit 4.4 hereto) | |||
5.1 |
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5.2 |
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23.1 |
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto) | |||
23.2 |
Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2 hereto) | |||
104 |
The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MONDELĒZ INTERNATIONAL, INC. | ||
By: |
/s/ Ellen M. Smith | |
Name: |
Ellen M. Smith | |
Title: |
Senior Vice President and Chief Counsel, Chief Compliance Officer and Corporate Secretary |
Date: May 4, 2020