Filed Pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated February 25, 2015
To Prospectus dated March 5, 2014
Registration Statement No. 333-194330
Pricing Term Sheet
MONDELēZ INTERNATIONAL, INC.
Pricing Term Sheet
£450,000,000 3.875% Notes due 2045
Summary of Terms
| Issuer: | Mondelēz International, Inc. (“MDLZ”) | |
| Offering Format: | SEC Registered | |
| Title of Securities: | 3.875% Notes due 2045 (the “Notes”) | |
| Size: | £450,000,000 | |
| Maturity Date: | March 6, 2045 | |
| Issue Price (Price to Public): | 99.717% | |
| Underwriting Discount: | 50 bps | |
| Net proceeds to Issuer, before expenses: | £446,476,500 | |
| Benchmark Government Security: | UK Gilt 3.50% due January 22, 2045 | |
| Benchmark Government Security Yield: | 2.424% (semi-annual) | |
| Spread to Benchmark Government Security: | + 143 bps | |
| Yield to Maturity: | 3.891% (annual) | |
| Coupon: | 3.875% | |
| Interest Payment Date: | Annually on March 6, commencing March 6, 2016 | |
| Day Count Convention: | Actual/Actual (ICMA) | |
| Change of Control (CoC): | Upon the occurrence of both (i) a change of control of MDLZ and (ii) a downgrade of the notes below an investment grade rating by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, MDLZ will be required to make an offer to purchase the notes at a price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest to the date of repurchase. | |
| Optional Redemption: | Prior to December 6, 2044: Make-whole redemption at UK Gilt + 25 bps On or after December 6, 2044: Redemption at par | |
| Trade Date: | February 25, 2015 | |
| Settlement Date: | March 6, 2015 (T+7) | |
| Listing: | MDLZ intends to apply to list the Notes on the New York Stock Exchange. | |
| Form/Clearing Systems: | Registered form only. Deposited with a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. | |
| CUSIP: | 609207 AG0 | |
| Common Code/ISIN: | 119727596 / XS1197275966 | |
| Denominations: | £100,000 x £1,000 | |
| Anticipated Long-Term Senior Unsecured Debt Ratings*: | Moody’s: Baa1 (stable) S&P: BBB (negative) | |
| Use of Proceeds: | MDLZ intends to use the net proceeds from the sale of the notes for general corporate purposes, including to fund a cash tender offer for certain of its outstanding notes. | |
| Underwriters: | Joint Book-Running Managers:
Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch The Royal Bank of Scotland plc Société Générale
Barclays Bank PLC BNP Paribas HSBC Bank plc
Co-Managers:
Banca IMI S.p.A. Commerzbank Aktiengesellschaft Mitsubishi UFJ Securities International plc Mizuho International plc | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (Europe) Limited at +1-800-221-1037, Deutsche Bank AG, London Branch toll-free at +1-800-503-4611, The Royal Bank of Scotland plc toll-free at +1-866-884-2071 or Société Générale by telephone collect at +44-20-7676-7618.