8-KOther EventsExhibits & Filings

Mondelez International, Inc. 8-K Report, Corporate Update (Jun 16, 2008)

Filed June 16, 2008For Securities:MDLZ

Summary

This 8-K filing from Kraft Foods Inc. (the predecessor to Mondelez International, Inc. for this transaction) announces the intention to distribute its Post cereals business through a split-off transaction. The Post cereals business will be merged with Ralcorp Holdings, Inc. (specifically, Ralcorp Mailman LLC, a subsidiary of Ralcorp). This transaction, initially agreed upon in November 2007, involves Kraft transferring its Post cereals assets and liabilities to a wholly-owned subsidiary, Cable Holdco, Inc., which will then be split off to shareholders in connection with the Ralcorp merger. Investors should note that this is a significant divestiture for Kraft, aimed at streamlining its portfolio. The transaction is contingent on Ralcorp shareholder approval and other customary closing conditions. The filing includes forward-looking statements and cautions that actual results could differ materially due to risks and uncertainties, such as delays or failure to complete the transaction.

Key Highlights

  • 1Kraft Foods Inc. announced its intention to distribute its Post cereals business via a split-off transaction.
  • 2The Post cereals business will be merged with Ralcorp Holdings, Inc. (via subsidiary Ralcorp Mailman LLC).
  • 3This split-off is part of a definitive agreement entered into on November 15, 2007.
  • 4The transaction involves transferring Post cereals assets and liabilities to a new subsidiary, Cable Holdco, Inc.
  • 5The distribution will be a split-off of Cable Holdco, Inc. shares to Kraft shareholders.
  • 6The transaction is subject to customary closing conditions, including Ralcorp shareholder approval.
  • 7The filing contains forward-looking statements with cautionary notes about potential risks and uncertainties.

Frequently Asked Questions

The main event is Kraft Foods Inc.'s announcement of its intention to distribute its Post cereals business through a split-off transaction, which will involve merging the business with Ralcorp Holdings, Inc.

A split-off transaction is a corporate divestiture where Kraft will distribute shares of its subsidiary, Cable Holdco, Inc. (which will house the Post cereals business), to its own shareholders. These shares will then be exchanged for shares of Ralcorp in a merger, effectively separating the Post cereals business from Kraft.

The transaction is subject to customary closing conditions, importantly including the approval of Ralcorp shareholders. Other conditions typical for such transactions also apply.

While not explicitly stated as a reason in this 8-K, such divestitures are typically aimed at streamlining a company's portfolio, focusing on core businesses, or unlocking value from non-core assets. The filing indicates this is a continuation of a plan agreed upon in late 2007.