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Mondelez: Mondelēz International Announces Tender Offer For Its £350,000,000 7.25% Notes Due 2018

The following excerpt is from the company's SEC filing.

DEERFIELD, Ill. November 17, 2015 Mondelēz International, Inc. (formerly known as Kraft Foods Inc.) announces today its invitation to eligible holders (subject to the offer restrictions referred to below) of its outstanding £350,000,000 7.25 per cent. Notes due July 2018 (ISIN: XS0377058614) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer).

The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated November 17, 2015 (the Tender Offer Memorandum).

Copies of the Tender Offer Memorandum are available from the Te nder Agent as set out below and will be made available on the Companys website at www.mondelezinternational.com/investors. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Amount

Outstanding

Benchmark Reference

Security

Spread

Acceptance

7.25%. Notes

1.250 per cent. UK Treasury Gilt due 2018 (ISIN: GB00B8KP6M44)

+85 bps

Any and all

Rationale for the Offer

The purpose of the Offer is to optimize the Companys debt maturity profile, refinance debt maturities in advance and take advantage of current favorable market conditions.

Details of the Offer

The Company will pay on the Settlement Date for the Notes validly tendered (and not validly revoked) and accepted by it for purchase pursuant to the Offer a purchase price (the Purchase Price) to be determined at or around 14:00 hours (London time) / 9:00 hours (New York City time) (the Pricing Time) on November 25, 2015 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the Purchase Yield) of (a) a fixed spread of +85 bps (the Fixed Spread) and (b) the Benchmark Reference Security Yield.

The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes, and is intended to reflect a yield to maturity of the Notes on the Settlement Date equal to the Purchase Yield.

The Company will also pay an Accrued Interest Payment in respect of all Notes validly tendered and delivered (and not validly revoked) and accepted for purchase by the Company pursuant to the Offer.

Financing

Prior to the Settlement Date, the Company intends to offer and sell new debt securities of the Company (the New Notes). Notwithstanding any other provision of the Offer, the Companys obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly revoked) and accepted for purchase pursuant to the Offer, is conditional upon the net proceeds of the New Notes being sufficient to purchase all Notes validly tendered (and not validly revoked) and accepted for purchase by the Company and to pay all fees and expenses in connection with the Offer (the Financing Condition). The Company reserves the right, in its sole discretion, to waive any and all conditions of the Offer, including the Financing Condition, on or prior to the Expiration Deadline.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 16:00 hours (London time) / 11:00 hours (New York City time) on November 24, 2015 (the Expiration Deadline).

Tender Instructions may be revoked at any time on or before (1) the earlier of (a) the expiration deadline and (b) in the event that the offer is extended, the 10th business day after commencement of the offer and (2) at any time after the 60th business day after commencement of the offer if for any reason the offer has not been consummated within 60 business days after commencement.

Noteholders wishing to exercise any right of revocation as set out above should do so in accordance with the procedures set out in Procedures for Participating in the Offer in the Tender Offer Memorandum. Beneficial owners of Notes that are held through an intermediary are advised to check with such entity when it would require receipt of instructions to revoke a tender of Notes in the Offer in order to meet the above deadline.

Tender Instructions must be submitted in respect of a nominal amount of Notes of no less than £50,000, being the minimum denomination of the Notes, and may be submitted in integral multiples of £1,000 above £50,000. A separate Tender Instruction must be completed on behalf of each beneficial owner.

Indicative Timetable for the Offer

Events

Times and Dates

Commencement of the Offer

16:00 hours (London time) / 11:00 hours (New York City time), on November 24, 2015

Pricing Date and Pricing Time

November 25, 2015 at or around 14:00 hours (London time) / 9:00 hours (New York City time)

Announcement of Result of Offer

As soon as reasonably practicable after the Pricing Time

November 30, 2015

The Company reserves the right, in its sole discretion, not to accept any Tender Instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner, subject to applicable laws and regulations.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the circumstances in which revocation is...


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