CHICAGO, US – Mondelēz International, Inc. (Nasdaq: MDLZ) (“Mondelēz International” or the “Guarantor”) announces today that its fully-owned subsidiary Mondelez International Holdings Netherlands B.V. (the “Issuer”) has priced an offering (the “Offering”) of EUR 300 million of senior unsecured bonds (the “Bonds”), fully and unconditionally guaranteed (the “Guarantee” and together with the Bonds, the “Securities”) by the Guarantor, exchangeable into existing ordinary shares in the capital of JDE Peet’s N.V. (Euronext Amsterdam: JDEP) a public limited liability company (naamloze vennootschap) incorporated under the law of the Netherlands, registered with the Dutch trade register under number 73160377 (“JDE Peet’s” or the “Company”).
The Bonds will have a maturity of three years (except in case of an early redemption), will not bear interest and will be issued at an issue price of 102.0% of their principal amount, corresponding to an annual yield-to-maturity of -0.66%. Upon exchange, the Bonds may be settled through the delivery of JDEP ordinary shares currently owned by the Issuer, with an initial exchange price of EUR 35.40, representing an exchange premium of 30% to the reference price, being the volume-weighted average price of a JDEP share on Euronext Amsterdam between launch and pricing of the Bonds, or settled in cash. The Bonds will be redeemed at their principal amount at maturity, subject to the Issuer’s option to alternatively satisfy such obligation by delivering the exchange property and, as the case may be, an additional amount in cash.
The Issuer will have the option to redeem all, but not only some, of the Bonds, at any time on or after September 20, 2023 at their principal amount, provided that the value of the exchange property per Bond attributable to EUR 200,000 in principal amount of Bonds shall have exceeded EUR 260,000 on each of not less than 20 trading days in any period of 30 consecutive trading days.
The underlying exchange property will be subject to adjustments upon the occurrence of certain corporate events pursuant to the terms and conditions of the Bonds.
The proceeds of the Offering will be used for general corporate purposes, including the Chipita acquisition.
Following the offering of the Securities and assuming exchange in full of the Bonds (with settlement exclusively in JDE Peet’s shares), based on its current ownership interest the Issuer would directly or indirectly retain a stake of approximately 21% in the Company’s share capital and remain a significant shareholder of JDE Peet’s.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States, or to or for the account or benefit of a U.S. person absent registration or an applicable exemption from such registration requirements. Terms used in this paragraph without definition shall have the meaning given to them in Regulation S under the Securities Act.
The Securities were offered as part of a private placement to qualified investors outside Australia, Canada, Japan or South Africa. The Bonds may not be offered or sold to retail investors. No Key Information Document (within the meaning of the EU PRIIPS Regulation or the UK PRIIPS Regulation) has been or will be prepared.
Settlement of the Bonds is expected to occur on September 20, 2021 (the “Issue Date”).
Application will be made for the Bonds to be admitted to trading on the Global Exchange Market which is the exchange regulated market of Euronext Dublin or the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange (or another internationally recognised, regularly operating, regulated or non-regulated stock exchange or securities market) no later than 60 days after the Issue Date.