Summary
Mondelēz International, Inc. (MDLZ) filed an 8-K on February 13, 2019, to report on the pricing and issuance of a new fixed-rate note offering. Specifically, the company announced and priced an offering of $600 million in aggregate principal amount of fixed-rate notes due 2026. This offering was executed on February 13, 2019. The filing details the agreements entered into, including a Terms Agreement with underwriters Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the use of an Amended and Restated Underwriting Agreement. The notes were issued pursuant to an Indenture dated March 6, 2015, as supplemented by Supplemental Indenture No. 1 and a 301 Certificate, both dated February 13, 2019, which modified certain terms related to redemptions and future offerings. The company also filed a Prospectus Supplement for the Notes and incorporated various legal opinions and consents as exhibits.
Key Highlights
- 1Announced and priced an offering of $600 million in fixed-rate notes due 2026 on February 11, 2019.
- 2Issued the $600 million principal amount of Notes on February 13, 2019.
- 3Entered into a Terms Agreement with Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as underwriters.
- 4The offering was made under an existing shelf registration statement (Form S-3).
- 5Terms of the Notes were established via an Indenture and supplemented by a Supplemental Indenture No. 1 and a 301 Certificate.
- 6Key modifications in the supplemental indenture and 301 Certificate relate to notice periods for redemptions and future note offerings.
- 7Several legal documents, including underwriting agreements, indentures, opinions of counsel, and consents, were filed as exhibits.