Mondelez sets pricing, accepts all tenders after early deadline

Chicago, Oct. 15 – Mondelez International, Inc. announced the early results of its cash tender offer for up to $1 billion from 10 series of notes and set final pricing, according to a press release.

The notes were divided into two groups with subcaps for the tender offer for each group.

Group 1

Mondelez was offering to purchase up to $200 million of notes from the first group.

As of the early expiration date, noteholders tendered $111.69 million of the notes in that group.

The following amounts were tendered and accepted for purchase at the prices listed below from the following six series of notes:

• $1,443,000 tendered, or 1.13%, of the $127,947,000 outstanding 7% notes due 2037 (Cusip: 50075NAR5) originally issued by Kraft Foods Inc., at a price of $1,606.80, determined using the 1.25% U.S. Treasury due May 15, 2050 plus 105 basis points;

• $24,303,000 tendered, or 13.26%, of the $183,317,000 outstanding 6.875% notes due 2038 (Cusip: 50075NAT1) at a price of $1,602.99, determined using the 1.25% U.S. Treasury due May 15, 2050 plus 105 bps;

• $9,515,000 tendered, or 5.73%, of the $165,931,000 outstanding 6.875% notes due 2039 (Cusip: 50075NAW4) originally issued by Kraft, at a price of $1,620.13, determined using the 1.25% U.S. Treasury due May 15, 2050 plus 110 bps;

• $4,651,000 tendered, or 1.69%, of the $274,571,000 outstanding 6.5% notes due 2031 (Cusip: 50075NAC8) originally issued by Kraft, at a price of $1,472.88, determined using the 0.625% U.S. Treasury due Aug. 15, 2050 plus 105 bps;

• $962,000 tendered, or 0.37%, of the $260.54 million outstanding 6.5% notes due 2040 (Cusip: 50075NAZ7) originally issued by Kraft, at a price of $1,590.61, determined using the 1.25% U.S. Treasury due May 15, 2050 plus 110 bps; and

• $70,816,000 tendered, or 23.61%, of the $300 million outstanding 4.625% notes due 2048 (Cusip: 609207AP0) at a price of $1,381.38, determined using the 1.25% U.S. Treasury due May 15, 2050 plus 115 bps.

Group 2

The company was offering to purchase up to $800 million of notes from four series in the second group.

The $800 million subcap was exceeded by the early deadline. However, Mondelez lifted the subcap to accept all $837,981,000 of the notes tendered in the group.

The following amounts were tendered and accepted in this group at the prices listed below:

• $203,122,000, or 29.20%, of the $695,582,000 outstanding 4% notes due 2024 (Cusip: 609207AB1) at a price of $1,110.43, determined using the 1.625% U.S. Treasury due Oct. 31, 2023 plus 17.5 bps;

• $358,922,000, or 47.86%, of the $750 million outstanding 3.625% notes due 2023 (Cusip: 609207AQ8) at a price of $1,081.80, determined using the 1.5% U.S. Treasury due March 31, 2023 plus 15 bps;

• $248.46 million, or 41.41%, of the $600 million outstanding 3.625% notes due 2026 (Cusip: 609207AR6) at a price of $1,139.71, determined using the 1.25% U.S. Treasury due Sept. 30, 2025 plus 55 bps; and the

• $27,477,000, or 3.93%, of the $700 million outstanding 4.125% notes due 2028 (Cusip: 609207AM7) at a price of $1,198.90, determined using the 0.625% U.S. Treasury due Aug. 15, 2030 plus 55 bps.

Details

Because the subcap was lifted on the group 2 notes, no further notes will be accepted for purchase now that the early deadline, also the withdrawal deadline, has passed. The deadline was 5 p.m. ET on Oct. 14.

Pricing was determined at 10 a.m. ET on Oct. 15.

Total considerations include an early tender premium of $30 per $1,000 face amount of notes and interest.

The offer was subject to the completion of a new offering of 2.625% notes due 2050 and other terms and conditions.

Settlement is planned for Oct. 16.

Mondelez is repurchasing $949,671,000 total principal amount of notes from the two groups.

Dealers and agent

Barclays (800 438-3242, 212 528-7581), BofA Securities, Inc. (980 387-3907, debt_advisory@bofa.com), Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-7823 and Mizuho Securities USA LLC (866 271-7403, 212 205-7736) are the lead dealer managers.

Senior co-managers for the offer include BBVA Securities, Inc., Morgan Stanley & Co., LLC, PNC Capital Markets, LLC, Santander Investment Securities Inc., SMBC Nikko Securities America, Inc. Truist Securities, Inc. and U.S. Bancorp Investments, Inc.

Co-managers for the offer are Academy Securities, Inc. and Loop Capital Markets LLC.

Global Bondholder Services Corp. is the information agent (212 430-3774, 866-470-4500, contact@gbsc-usa.com).

Mondelez is a snack company based in Deerfield, Ill.

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