8-KOther EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Corporate Update (May 22, 2008)

Filed May 22, 2008For Securities:MDLZ

Summary

This 8-K filing by Kraft Foods Inc. (now Mondelez International, Inc.) on May 22, 2008, reports on the issuance of $2 billion in aggregate principal amount of senior unsecured notes. Specifically, the company issued $1.25 billion of 6.125% Notes due 2018 and $750 million of 6.875% Notes due 2039. These notes are unsecured and rank equally with existing and future senior unsecured debt. The issuance was facilitated through a Terms Agreement with a syndicate of underwriters, including Credit Suisse, Goldman Sachs, HSBC, J.P. Morgan, and UBS. The filing also outlines key covenants and events that could trigger a mandatory repurchase offer, such as a change of control coupled with a credit rating downgrade. Investors should note that the proceeds from this debt issuance are intended to support Kraft Foods' strategic initiatives. The notes carry specific maturity dates and semi-annual interest payment schedules. The filing highlights the company's ability to access significant capital markets funding, indicating a strategy to manage its debt profile and potentially finance acquisitions or other corporate actions. The inclusion of covenants and change-of-control provisions provides some level of protection for noteholders.

Key Highlights

  • 1Kraft Foods Inc. issued $1.25 billion in 6.125% Notes due 2018 and $750 million in 6.875% Notes due 2039, totaling $2 billion in new debt.
  • 2The notes are senior unsecured obligations, ranking equally with existing and future senior unsecured indebtedness.
  • 3The debt issuance was structured through a Terms Agreement with a syndicate of prominent investment banks acting as underwriters.
  • 4The notes are subject to covenants limiting the incurrence of secured debt and sale/leaseback transactions.
  • 5A 'change of control' event combined with a below-investment-grade rating by major credit agencies within a specified period triggers a mandatory offer to repurchase the notes at 101% of par value plus accrued interest.
  • 6The company may redeem the notes under specific tax event conditions.
  • 7The filing incorporates by reference significant agreements, including the Underwriting Agreement and the Terms Agreement, as well as legal opinions.

Frequently Asked Questions

Kraft Foods is issuing a total of $2 billion in aggregate principal amount of new notes, consisting of $1.25 billion of 6.125% Notes due 2018 and $750 million of 6.875% Notes due 2039.

The new notes are senior unsecured obligations of Kraft Foods and will rank equally in right of payment with all of the company's existing and future senior unsecured indebtedness.

Key protections include covenants that limit the company's ability to incur secured debt and engage in sale/leaseback transactions. Additionally, upon a change of control coupled with a downgrade of the notes below investment grade by Moody's, S&P, or Fitch, the company must offer to repurchase the notes at 101% of their principal amount plus accrued interest.

The 6.125% Notes due 2018 mature on August 23, 2018, and pay interest semi-annually on February 23 and August 23. The 6.875% Notes due 2039 mature on January 26, 2039, and pay interest semi-annually on January 26 and July 26.