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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 28, 2024
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Virginia (State or other jurisdiction of incorporation) | 1-16483 (Commission File Number) | 52-2284372 (I.R.S. Employer Identification Number) |
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905 West Fulton Market, Suite 200, Chicago, IL 60607 |
(Address of principal executive offices, including zip code) |
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(847) 943-4000 |
(Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, no par value | | MDLZ | | The Nasdaq Global Select Market |
1.625% Notes due 2027 | | MDLZ27 | | The Nasdaq Stock Market LLC |
0.250% Notes due 2028 | | MDLZ28 | | The Nasdaq Stock Market LLC |
0.750% Notes due 2033 | | MDLZ33 | | The Nasdaq Stock Market LLC |
2.375% Notes due 2035 | | MDLZ35 | | The Nasdaq Stock Market LLC |
4.500% Notes due 2035 | | MDLZ35A | | The Nasdaq Stock Market LLC |
1.375% Notes due 2041 | | MDLZ41 | | The Nasdaq Stock Market LLC |
3.875% Notes due 2045 | | MDLZ45 | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Item 8.01. Other Events.
On August 28, 2024, we issued an aggregate principal amount of $500 million of the senior notes due 2034 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of March 6, 2015 (the “Indenture”), by and between us and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented and modified by the Supplemental Indenture No. 1, dated as of February 13, 2019 (the “Supplemental Indenture No. 1”), by and between us and the Trustee (to change the notice period for redemptions of the notes and future note offerings), and the Supplemental Indenture No. 2, dated as of April 13, 2020 (the “Supplemental Indenture No. 2”), by and between us and the Trustee (to allow for electronic execution, authentication, delivery and dating of documents under the Indenture), and as further supplemented and modified in respect of the Notes by an officers’ certificate under Section 301 of the Indenture, dated as of August 28, 2024 (the “301 Certificate”). We filed with the Securities and Exchange Commission (the “SEC”) the Indenture together with our Registration Statement (as defined below) on February 28, 2020. Copies of the Indenture, Supplemental Indenture No. 1, Supplemental Indenture No. 2 and the 301 Certificate are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report.
We have filed with the SEC a Prospectus, dated as of February 27, 2023, and a Prospectus Supplement for the Notes, dated as of August 22, 2024, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-270063) (the “Registration Statement”) in connection with the offering of the Notes. We are filing the items listed below as exhibits to this Current Report for the purpose of incorporating them as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
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Exhibit Number | | Description |
4.1 | | |
4.2 | | |
4.3 | | |
4.4 | | |
4.5 | | |
5.1 | | |
5.2 | | |
23.1 | | |
23.2 | | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MONDELĒZ INTERNATIONAL, INC. | |
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By: | /s/ Luca Zaramella |
| Name: | Luca Zaramella | |
| Title: | Executive Vice President and Chief Financial Officer |
Date: August 28, 2024