Mondelez International Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$MDLZ
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 1, 2025
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Item 8.01. Other Events.
On May 1, 2025, we announced and priced an offering (the “Notes Offering”) of senior notes due 2028 (the “2028 Notes”), senior notes due 2030 (the “2030 Notes”) and senior notes due 2035 (the “2035 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Notes”).
In connection with the Notes Offering, on May 1, 2025, we entered into a Terms Agreement in respect of the Notes (the “Terms Agreement”) with BNP Paribas Securities Corp., Citigroup Global Markets Inc., Mizuho Securities USA LLC, and SMBC Nikko Securities America, Inc., 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 6, 2025, we issued an aggregate principal amount of $1.6 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 (“Supplemental Indenture No. 1”), 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 (“Supplemental Indenture No. 2”), 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 6, 2025 (the “301 Certificate”). Copies of the Indenture, Supplemental Indenture No. 1, Supplemental Indenture No. 2 and the 301 Certificate are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report.
We have filed with the Securities and Exchange Commission (the “SEC”) a Prospectus, dated as of February 27, 2023, and a Prospectus Supplement for the Notes, dated as of May 1, 2025, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-270063) (the “Registration Statement”) in connection with the Notes Offering. 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 Number | Description | |||||||
| 1.1 | ||||||||
| 1.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 5.1 | ||||||||
| 5.2 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 104 | The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONDELĒZ INTERNATIONAL, INC. | ||||||||
| By: | /s/ Luca Zaramella | |||||||
| Name: | Luca Zaramella | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
Date: May 6, 2025