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Published on 3/17/2022 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Mondelez gives pricing on maxed-out tender offer after early deadline

Chicago, March 17 – Mondelez International, Inc. announced the early tender results for its cash tender offer and said that it will increase the maximum tender amount to accept more notes from the 11-debt security offer that started March 3 and was initially capped at $850 million, according to a press release.

After setting the pricing considerations at 10 a.m. ET on March 17, the company released a second press release with updated details.

Accordingly, Mondelez received tenders for the following amounts of notes, with their pricing details and considerations:

• $9,758,000, or 7.71%, of the $126,504,000 outstanding 7% notes due Aug. 11, 2037 originally issued by Kraft Foods Inc. (Cusip: 50075NAR5) with pricing based on the 2.375% U.S. Treasury due 2042 plus 145 basis points for a total consideration of $1,339.04;

• $17,469,000, or 6.47%, of the $269.92 million outstanding 6.5% notes due Nov. 1, 2031 originally issued by Kraft (Cusip: 50075NAC8) with pricing based on the 1.875% U.S. Treasury due 2032 plus 120 bps for a total consideration of $1,254.54;

• $21,113,000, or 13.28%, of the $159,014,000 outstanding 6.875% notes due Feb. 1, 2038 (Cusip: 50075NAT1) with pricing based on the 2.375% U.S. Treasury due 2042 plus 145 bps for a total consideration of $1,331.94;

• $7,751,000, or 4.96%, of the $156,416,000 outstanding 6.875% notes due Jan. 26, 2039 originally issued by Kraft (Cusip: 50075NAW4) with pricing based on the 2.375% U.S. Treasury due 2042 plus 145 bps for a total consideration of $1,346.44;

• $35,612,000, or 13.72%, of the $259,578,000 outstanding 6.5% notes due Feb. 9, 2040 originally issued by Kraft (Cusip: 50075NAZ7) with pricing based on the 2.375% U.S. Treasury due 2042 plus 145 bps for a total consideration of $1,313.59;

• $54.46 million, or 23.76%, of the $229,184,000 outstanding 4.625% notes due May 7, 2048 with a par call date of Nov. 7, 2047 (Cusip: 609207AP0) with pricing based on the 1.875% U.S. Treasury due 2051 plus 145 bps for a total consideration of $1,111.25;

• $921,646,000, or 73.73%, of the $1.25 billion outstanding 2.75% notes due April 13, 2030 with a par call date of Jan. 13, 2030 (Cusip: 609207AT2) with pricing based on the 1.875% U.S. Treasury due 2032 plus 90 bps for a total consideration of $976.71 – and with a tender subcap on just this series of $500 million;

• $210,977,000, or 31.37%, of the $672,523,000 outstanding 4.125% notes due May 7, 2028 with a par call date of Feb. 7, 2028 (Cusip: 609207AM7) with pricing based on the 1.875% U.S. Treasury due 2027 plus 65 bps for a total consideration of $1,071.22; and

• $129,795,000, or 36.92%, of the $351.54 million outstanding 3.625% notes due Feb. 13, 2026 with a par call date of Dec. 13, 2025 (Cusip: 609207AR6) with pricing based on the 1.875% U.S. Treasury due 2027 plus 45 bps for a total consideration of $1,036.13.

Pricing considerations were not given on the final two series, as Mondelez has elected to not accept any of the tenders from the sterling notes.

The company received tenders for, but will not accept the following two series, listed with what the pricing considerations would have been based on:

• £60,225,000, or 63.47%, of the £94,881,000 outstanding 4.5% notes due Dec. 3, 2035 with a par call date of Sept. 3, 2035 (Cusip: 609207AH8) with pricing based on the 0.625% U.K. Treasury due 2035 plus 115 bps; and

• £146,252,000, or 86.87%, of the £168,363,000 outstanding 3.875% notes due March 6, 2045 with a par call date of Dec. 6, 2044 (Cusip: 609207AG0) with pricing based on the 3.5% U.K. Treasury due 2045 plus 120 bps.

All of the calculated considerations include a $30 early tender premium per $1,000 note that is only being paid to noteholders who tendered their notes before the early deadline.

Accrued interest will also be paid on the notes.

Increase

A total of $1,408,581,000 and £206,477,000 of notes were tendered in the offer.

The offer is being increased to accept all of the first nine series of the 11 debt securities, with the exception of series 7 which is still subject to the $500 million subcap.

Series 7 securities will be accepted on a prorated basis, applying a factor of approximately 54.09%.

Based on the pricing considerations, the company has increased the maximum tender amount to approximately $1.03 billion.

The maximum tender amount does not include interest.

Details

The early tender date was 5 p.m. ET on March 16. This was also the withdrawal deadline.

Initial settlement is planned for March 18.

The expiration date is technically 11:59 p.m. ET on March 30.

Mondelez will not accept any notes tendered after the early tender date.

Final settlement was expected for April 1.

There was a financing condition for the offer. Mondelez must raise sufficient funds from some form of debt financing to fund the offer on terms satisfactory to the company.

Tenders may be subject to proration.

BofA Securities, Inc. (980 387-3907, +44 207 996 5420, debt_advisory@bofa.com, DG.LM-EMEA@bofa.com), Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-6340, +44 20 7883 8763) and Deutsche Bank Securities Inc. (800 503-4611, 212 250-2955, +44 20 7545 8011) are the dealer managers.

Global Bondholder Services Corp. is the information agent and depositary for the offer.

Mondelez is a snack company based in Deerfield, Ill.


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