8-KMaterial Agreements

Mondelez International, Inc. 8-K Report, Material Agreement (Mar 7, 2016)

Filed March 7, 2016For Securities:MDLZ

Summary

Mondelēz International, Inc. (MDLZ) announced a significant transaction involving its equity stake in Jacobs Douwe Egberts B.V. (JDE) and its new investment in Maple Parent Holdings Corp. (Maple), the holding company for Keurig Green Mountain. On March 7, 2016, MDLZ exchanged a portion of its JDE equity for equity in Maple. This strategic move reduced Mondelēz's ownership in JDE to 26.5% while establishing a 24.24% stake in Maple. This exchange involved amendments to existing shareholder agreements and the formation of new ones for both JDE and Maple. Mondelēz retains significant governance rights in both entities, including board representation and minority protection rights with veto powers over specific decisions. Both agreements include non-compete clauses and restrictions on share transfers until July 2018, after which public offering processes can be initiated, subject to rights of first offer. The company also outlined dividend expectations from both JDE and Maple, providing clarity on potential future cash flows from these investments.

Key Highlights

  • 1Mondelēz International (MDLZ) exchanged a portion of its equity in Jacobs Douwe Egberts (JDE) for equity in Maple Parent Holdings Corp. (Maple), the new holding company for Keurig Green Mountain.
  • 2Following the exchange, MDLZ's ownership in JDE was reduced to 26.5%, and it now holds a 24.24% stake in Maple.
  • 3New and amended shareholder agreements for both JDE and Maple were entered into, outlining governance rights and operational terms.
  • 4MDLZ retains significant governance rights in both JDE and Maple, including board seats and veto rights over key decisions.
  • 5Both JDE and Maple shareholder agreements include non-compete clauses and restrictions on share transfers until July 2018.
  • 6Dividend distributions are expected from both JDE and Maple, with specific minimum amounts and profit-sharing percentages outlined for 2016 onwards.

Frequently Asked Questions

This filing primarily reports on a material definitive agreement related to the exchange of equity interests. Mondelez International exchanged a portion of its equity in Jacobs Douwe Egberts (JDE) for equity in Maple Parent Holdings Corp. (Maple), the new holding company for Keurig Green Mountain, as part of a larger acquisition transaction involving Keurig.

Mondelez's ownership in JDE has been reduced to 26.5%. Concurrently, the company has acquired a 24.24% ownership stake in Maple Parent Holdings Corp., the entity that now controls Keurig Green Mountain.

Mondelez retains significant governance rights in both JDE and Maple. In JDE, it has two board seats and minority protection rights, including veto power over certain decisions. In Maple, it also has two board seats (one with double voting rights) and similar minority protection and veto rights.

Yes, both Mondelez and the other major shareholder (Acorn Holdings B.V.) have agreed not to transfer their shares in JDE or Maple before July 2018. After this date, either party can initiate a public offering process, subject to a right of first offer for the other party.