Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On September 9, 2021, Mondelez International Holdings Netherlands B.V.
("MIHNBV"), a wholly-owned Dutch subsidiary of Mondel?z International, Inc. (the
"Company"), issued €650 million aggregate principal amount of its 0.250% Notes
due 2029 (the "2029 Notes"), €650 million aggregate principal amount of its
0.625% Notes due 2032 (the "2032 Notes") and €700 million aggregate principal
amount of its 1.250% Notes due 2041 (the "2041 Notes" and together with the 2029
Notes and the 2032 Notes, the "Notes") in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The Notes were issued pursuant to an Indenture, dated as of
October 28, 2016 (the "Base Indenture"), by and between MIHNBV, as issuer, the
Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, as
supplemented and modified in respect of the Notes by a fourth supplemental
indenture, dated as of September 9, 2021 (the "Supplemental Indenture" and
together with the Base Indenture, the "Indenture").
The Notes will be fully and unconditionally guaranteed by the Company, on a
senior unsecured basis. The Notes are not registered under the Securities Act,
do not bear registration rights and are subject to restrictions on
transferability and resale.
MIHNBV will pay interest on the 2029 Notes, 2032 Notes and 2041 Notes annually
in arrears on September 9 of each year, beginning on September 9, 2022. The 2029
Notes will mature on September 9, 2029, the 2032 Notes will mature on
September 9, 2032 and the 2041 Notes will mature on September 9, 2041.
The Company intends to allocate an amount equal to the net proceeds from the
sale of the Notes, or approximately €1,971.1 million, after deducting its
estimated expenses of the offering and the discount to the initial purchasers,
to finance or refinance, in whole or in part, one or more new or existing
eligible projects in accordance with the Company's Green Bond Framework, August
2021. Pending full allocation of an amount equal to the net proceeds from the
sale of the Notes, proceeds will be managed in alignment with the Company's
normal liquidity practices, which may include re-financing existing debt.
Neither the terms of the Notes, nor the Indenture require us to use the proceeds
as described above.
The Indenture contains customary agreements and covenants consistent with those
contained in the Company's outstanding senior unsecured notes. These covenants
limit MIHNBV's and the Company's ability, subject to certain exceptions, to
(i) incur debt secured by liens above a certain threshold, (ii) engage in
certain sale and leaseback transactions above a certain threshold and
(iii) consolidate, merge, convey or transfer its assets substantially as an
entirety. If the Company experiences both a change of control event and a rating
downgrade of the applicable series of Notes below an investment grade rating by
each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services
within a specified period, MIHNBV will be required to make an offer to purchase
the Notes of that series at a price equal to 101% of their aggregate principal
amount, plus accrued and unpaid interest to the date of repurchase.
Prior to June 9, 2029, MIHNBV may redeem the 2029 Notes in whole or in part, at
its option, at the redemption price described in the related offering
memorandum, plus accrued and unpaid interest to, but not including, the date of
redemption. On or after June 9, 2029, MIHNBV may redeem the 2029 Notes in whole
or in part, at its option, at a redemption price equal to 100% of their
principal amount, plus accrued and unpaid interest to, but not including, the
date of redemption. Prior to June 9, 2032, MIHNBV may redeem the 2032 Notes in
whole or in part, at its option, at the redemption price described in the
related offering memorandum, plus accrued and unpaid interest to, but not
including, the date of redemption. On or after June 9, 2032, MIHNBV may redeem
the 2032 Notes in whole or in part, at its option, at a redemption price equal
to 100% of their principal amount, plus accrued and unpaid interest to, but not
including, the date of redemption. Prior to June 9, 2041, MIHNBV may redeem the
2041 Notes in whole or in part, at its option, at the redemption price described
in the related offering memorandum, plus accrued and unpaid interest to, but not
including, the date of redemption. On or after June 9, 2041, MIHNBV may redeem
the 2041 Notes in whole or in part, at its option, at a redemption price equal
to 100% of their principal amount, plus accrued and unpaid interest to, but not
including, the date of redemption.
The Indenture and the Supplemental Indenture are filed as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and the description of the
material terms of the Indenture (as supplemented and modified by the
Supplemental Indenture) is qualified in its entirety by reference to such
exhibits, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit No. Description
4.1 Indenture, dated as of October 28, 2016, by and among Mondelez
International Holdings Netherlands B.V., as issuer, Mondel?z
International, Inc., as guarantor, and Deutsche Bank Trust
Company Americas, as trustee (incorporated by reference to
Exhibit 4.1 the Mondel?z International, Inc.'s Current Report on
Form 8-K filed with the SEC on October 28, 2016).
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4.2 Fourth Supplemental Indenture, dated as of September 9, 2021,
by and among Mondelez International Holdings Netherlands B.V., as
issuer, Mondel?z International, Inc., as guarantor, and Deutsche
Bank Trust Company Americas, as trustee, paying agent, transfer
agent and registrar.
4.3 Specimen of 0.250% Notes due 2029 (included in Exhibit 4.2
hereto).
4.4 Specimen of 0.625% Notes due 2032 (included in Exhibit 4.2
hereto).
4.5 Specimen of 1.250% Notes due 2041 (included in Exhibit 4.2
hereto).
104 The cover page from Mondel?z International, Inc.'s Current Report
on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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