GlobeNewswire Inc | Sep 30, 2020 11:00AM EDT

September 30, 2020

CHICAGO, Sept. 30, 2020 (GLOBE NEWSWIRE) -- Mondelz International, Inc. (NASDAQ: MDLZ) (Mondelz International) today announced its offer to purchase (theTender Offer) for cash up to an aggregate amount, including premium, but excluding any Accrued Interest (as defined below), of $1,000,000,000 (such amount as it may be amended, the Maximum Tender Amount) of the debt securities listed in the table (the Notes), each issued under the applicable indenture, as supplemented by the applicable officers certificate, governing each series of Notes.

Applicable Aggregate Acceptance Maximum Reference Bloomberg Fixed EarlyTitle of CUSIP / ISIN Maturity Principal Priority Tender U.S. Treasury Reference Spread TenderSecurity Date / Par Amount Level^(^1) SubCaps Security Page (basis Premium Call Date Outstanding points) ^(^2)Group1 Group1 SubCap Notes7.000% 50075NAR5 1.250%Notes / August11, $127,947,000 1 U.S.Treasury PX1 105 $30due 2037 US50075NAR52 2037 due May15,^(3) 20506.875% 50075NAT1 1.250%Notes / February1, $183,317,000 2 U.S.Treasury PX1 105 $30due 2038 US50075NAT19 2038 due May15,^(4) 20506.875% 50075NAW4 1.250%Notes / January26, $165,931,000 3 $200,000,000 U.S.Treasury PX1 110 $30due 2039 US50075NAW48 2039 due May15,^(3) 20506.500% 0.625%Notes 50075NAC8 November1, U.S.Treasurydue 2031 / 2031 $274,571,000 4 due PX1 105 $30^(3)(4) US50075NAC83 August15, 20306.500% 50075NAZ7 1.250%Notes / February9, $260,540,000 5 U.S.Treasury PX1 110 $30due 2040 US50075NAZ78 2040 due May15,^(3) 20504.625% 609207AP0 1.250%Notes / November 7, $300,000,000 6 U.S.Treasury PX1 115 $30due 2048 US609207AP00 2047* due May15, 2050Group2 Group2 SubCap Notes 1.625%4.000% 609207AB1 November1, U.S.TreasuryNotes / 2023* $695,582,000 7 due PX5 17.5 $30due 2024 US609207AB14 October31, 20233.625% 609207AQ8 1.500%Notes / April7, $750,000,000 8 U.S.Treasury PX5 15 $30due 2023 US609207AQ82 2023* due March31, 2023 0.250%3.625% 609207AR6 December13, U.S.TreasuryNotes / 2025* $600,000,000 9 $800,000,000 due PX1 55 $30due 2026 US609207AR65 September30, 2025 0.625%4.125% 609207AM7 February7, U.S.TreasuryNotes / 2028* $700,000,000 10 due PX1 55 $30due 2028 US609207AM78 August15, 2030

_________ Mondel?z International will accept Notes in the order of their respective Acceptance Priority Level specified in the table above (each, an (1) ?Acceptance Priority Level,? with ?1? being the highest Acceptance Priority Level and ?10? being the lowest Acceptance Priority Level), subject to the terms and conditions described elsewhere in the Offer to Purchase, including the Maximum Tender Amount and each applicable Maximum Tender SubCap. (2) Per $1,000 principal amount of Notes. (3) Issuer formerly known as Kraft Foods Inc. (4) Admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. * Refers to the Par Call Date for such series of Notes.

The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September30, 2020 (as the same may be amended or supplemented from time to time, the Offer to Purchase), including the Financing Condition (as defined below). The Tender Offer is open to all holders (individually, a Holder, and collectively, the Holders) of the applicable Notes.

Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Mizuho Securities USA LLC are serving as lead dealer managers (the Lead Dealer Managers) for the Tender Offer. Global Bondholder Services Corporation is acting as information agent (the Information Agent) and depositary (the Depositary) in connection with the Tender Offer.

Copies of the Offer to Purchase are available from the Depositary and Information Agent as set out below. Capitalized terms used in this press release but not defined have the meanings given to them in the Offer to Purchase.

Notwithstanding the Maximum Tender Amount, Mondelz International will accept for purchase (i) no more than an aggregate amount, including premium but excluding any Accrued Interest, of $200,000,000 (such amount as it may be amended, the Group 1 SubCap) of the validly tendered Notes listed under the heading Group 1 Notes in the table above, and (ii) no more than an aggregate amount, including premium but excluding any Accrued Interest, of $800,000,000 (such amount as it may be amended, the Group 2 SubCap and, together with the Group1 SubCap, each an applicable Maximum Tender SubCap and, collectively, the Maximum Tender SubCaps) of the validly tendered Notes listed under the heading Group2 Notes in the table above, each subject to the applicable Acceptance Priority Level (as defined below). The amount of a series of Notes that is purchased in the Tender Offer will be based on the order of priority (the Acceptance Priority Level) for such series as set forth in the table above, subject to the applicable Maximum Tender SubCap (provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be purchased prior to any Notes tendered after the Early Tender Date, regardless of the Acceptance Priority Level of such Notes validly tendered after the Early Tender Date).

Timetable for the Offers

Date Calendar DatesCommencement of theTender September30, 2020.OfferEarly Tender 5:00 p.m., New York City time, on Wednesday,Date October14, 2020, unless extended.Withdrawal 5:00 p.m., New York City time, on Wednesday,Deadline October14, 2020, unless extended.Price Determination 10:00 a.m., New York City time, on Thursday,Date October15, 2020, unless extended. Expected to be the second business day after theInitial Settlement Early Tender Date. The expected Initial SettlementDate Date is Friday, October16, 2020, assuming that the conditions to the Tender Offer are satisfied or waived.Expiration 11:59 p.m., New York City time, on Wednesday,Date October28, 2020, unless extended. Expected to be the second business day after the Expiration Date. The expected Final Settlement DateFinal Settlement is Friday, October30, 2020, assuming the MaximumDate Tender Amount of Notes is not purchased on the Initial Settlement Date and assuming that the conditions to the Tender Offer are satisfied or waived.

Details of the Tender Offer

The consideration paid in the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury Security as specified in the table above as calculated by the Lead Dealer Managers for the Tender Offer at 10:00a.m., New York City time, on Thursday, October 15, 2020 (such time and date, as the same may be extended, the Price Determination Date). Holders who validly tender (and who do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on Wednesday, October14, 2020 (such date and time, as the same may be extended, the Early Tender Date) and whose Notes are accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase (the Early Tender Premium). Holders who validly tender (and who do not validly withdraw) their Notes after the Early Tender Date and at or prior to 11:59 p.m., New York City time, on Wednesday, October28, 2020, unless extended (such date and time, as the same may be extended, the Expiration Date), and whose Notes are accepted for purchase will only receive the applicable Tender Consideration per $1,000 principal amount of Notes tendered by such Holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such $1,000 principal amount of Notes from the last applicable interest payment date up to, but not including, the applicable settlement date, payable on the applicable settlement date (Accrued Interest). Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, Mondelz International expects (i)that settlement for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be on Friday, October16, 2020, but Mondelz International reserves the right, in its sole discretion, to designate such settlement date at any date following the Early Tender Date, and (ii)that settlement for any Notes validly tendered and not validly withdrawn after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase will be on Friday, October30, 2020.

Notes tendered in the Tender Offer may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on Wednesday, October 14, 2020 (such date and time, as the same may be extended, the Withdrawal Deadline), but not thereafter unless Mondelz International is otherwise required by applicable law to permit withdrawal.

The amount of a series of Notes that is purchased in the Tender Offer will be based on the applicable Acceptance Priority Level for such series as set forth in the table on the front cover of the Offer to Purchase, with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level, subject to the applicable Maximum Tender SubCap (provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be purchased prior to any Notes tendered after the Early Tender Date, regardless of the Acceptance Priority Level of such Notes validly tendered after the Early Tender Date).

Notwithstanding any other provision of the Tender Offer, the obligation of Mondelz International to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn is further subject to, and conditioned upon, the successful completion (in Mondelz Internationals sole opinion) of some form of debt financing designated to raise sufficient funds to purchase all Notes validly tendered and not validly withdrawn, including premium but excluding any Accrued Interest, subject to the Maximum Tender Amount and the applicable Maximum Tender SubCap, and accepted for purchase by Mondelz International and to pay all fees and expenses in connection with the Tender Offer (the Financing Condition), unless Mondelz International (in its sole discretion) elects to waive the Financing Condition. The terms of such debt financing will be determined by market conditions and other factors at the time it occurs. No assurances can be given that Mondelz International will in fact complete such debt financing. Consummation of the Tender Offer is expressly contingent upon, among other things, Mondelz International obtaining financing on terms satisfactory to Mondelz International.

Validly tendered Notes may be withdrawn at any time at or prior to the Withdrawal Deadline. After such time, Holders may not withdraw their Notes, unless Mondelz International is otherwise required by applicable law to permit withdrawal, in which case withdrawal rights will be extended, in accordance with applicable law, as Mondelz International determines to be appropriate to allow tendering Holders a reasonable opportunity to respond. In the event of a termination of the Tender Offer either in whole or with respect to any series of Notes, any Notes as to which the Tender Offer has been terminated that have been validly tendered will be promptly returned in accordance with applicable law. Notes tendered pursuant to the Tender Offer and not purchased due to the Maximum Tender Amount, applicable Maximum Tender SubCap, priority acceptance procedures, proration or a defect in the tender will be returned to the tendering Holders promptly following the Expiration Date.

Subject to applicable law, the Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn with respect to any or all series of Notes. Mondelz International reserves the right, subject to applicable law, to: (i)waive any and all conditions to the Tender Offer, including the Financing Condition with respect to any or all series of Notes; (ii)extend or terminate the Tender Offer with respect to any or all series of Notes; (iii) increase or decrease the Maximum Tender Amount or any Maximum Tender SubCap; or (iv)otherwise amend the Tender Offer with respect to any or all series of Notes, in each case, in their sole discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights. If Mondelz International makes a change, increases or decreases the Maximum Tender Amount or any Maximum Tender SubCap, Holders will not be able to withdraw any of their previously tendered Notes.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase. The Tender Offer is not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Mondelz Internationalby the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Depositary and Information Agent for the Offers is Global Bondholder Services Corporation. Any questions or requests for assistance or additional copies of this Offer to Purchase may be directed to the Depositary and Information Agent at 65 Broadway Suite 404, New York, New York 10006, e-mail: contact@gbsc-usa.com, banks and brokers call: 212-430-3774, all others call toll free (U.S. only): 866-470-4500.

The Lead Dealer Managers for the Tender Offer are Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Mizuho Securities USA LLC. Any questions related to the terms of the Offers may be directed to Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, attention: Liability Management Group, toll free: (800) 438-3242, collect: (212) 528-7581, BofA Securities, Inc. at 620 South Tryon Street, 20th Floor, Charlotte, North Carolina 28255, attention: Liability Management Group, collect: (980) 387-3907, e-mail: debt_advisory@bofa.com, Credit Suisse Securities (USA) LLC at 11 Madison Avenue, New York, New York 10010, attention: Liability Management Group, toll free: (800) 820-1653, collect: (212) 325-7823, and Mizuho Securities USA LLC at 1271 Avenue of the Americas, New York, New York 10020, attention: Liability Management Group, toll free: (866) 271-7403, collect: (212) 205-7736.

The Senior Co-Managers for the Tender Offer are BBVA Securities Inc., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, Santander Investment Securities Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and U.S. Bancorp Investments, Inc., and the Co-Managers for the Tender Offer are Academy Securities, Inc. and Loop Capital Markets LLC.

About Mondelz International

Mondelz International, Inc. (NASDAQ: MDLZ) empowers people to snack right in over 150 countries around the world. With 2019 net revenues of approximately $26billion, Mondelz International is leading the future of snacking with iconic global and local brands such as OREO, belVita and LU biscuits; CadburyDairy Milk, Milka and Toblerone chocolate; Sour Patch Kids candy and Trident gum. Mondelz International is a proud member of the Standard and Poors 500, Nasdaq 100 and Dow Jones Sustainability Index.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as will, may, expect, intend and similar expressions are intended to identify Mondelz Internationals forward-looking statements, including, but not limited to, statements about the offer to purchase. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Mondelz Internationals control, which could cause Mondelz Internationals actual results to differ materially from those indicated in Mondelz Internationals forward-looking statements. Please see Mondelz Internationals risk factors, as they may be amended from time to time, set forth in its filings with the U.S. Securities and Exchange Commission, including Mondelz Internationals most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Mondelz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

Tom Armitage (Media) Shep Dunlap (Investors)Contact: +1 847 943 5678 +1 847 943 5454 news@mdlz.com ir@mdlz.com