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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 19, 2020, JDE Peet’s B.V. (renamed JDE Peet’s N.V. immediately prior to Settlement (as defined below), “JDE Peet’s”) announced its intention to launch an offering of its ordinary shares (“ordinary shares”) (the “offering”) and to apply for admission to listing and trading of all of its ordinary shares on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (the “admission”). On May 26, 2020, JDE Peet’s published a prospectus in connection with the offering and the admission. On May 29, 2020, JDE Peet’s announced the final pricing terms of the offering, and JDE Peet’s and the selling shareholders, including us, agreed to sell at a price of €31.50 per ordinary share a total of 71,428,571 ordinary shares, or 82,142,856 ordinary shares if an option granted to the stabilization manager (on behalf of the underwriters) to cover for over-allotments of ordinary shares in the offering (“over-allotment option”) is exercised in full. The ordinary shares were listed and first traded on May 29, 2020 (the “First Trading Date”), and payment for, and delivery of, the ordinary shares sold in the offering took place on June 2, 2020 (“Settlement”).
Prior to Settlement, we exchanged our ownership interest in Jacobs Douwe Egberts B.V. (“JDE”) for an equity interest in JDE Peet’s. We did not invest new capital in connection with the transaction. We exchanged our 26.4% interest in JDE for a 26.5% interest in JDE Peet’s. We sold 9,661,835 of our ordinary shares in JDE Peet’s to buyers in the offering for gross proceeds of €304,347,802.50. We have granted the stabilization manager (on behalf of the underwriters) an over-allotment option requiring us to sell up to another 1,449,275 of our ordinary shares in JDE Peet’s. Following Settlement, we will hold between 22.9% and 23.4% of JDE Peet’s depending upon the exercise of the over-allotment option. We have agreed not to sell or otherwise dispose of our remaining ordinary shares in JDE Peet’s for a period of 180 days following Settlement, subject to customary exceptions.
Investor Rights Agreement
In connection with the transaction, Mondelez Coffee HoldCo B.V., a subsidiary of Mondelēz International, Inc., entered into an agreement that governs our rights and obligations as a shareholder in JDE Peet’s (the “Investor Rights Agreement”). The Investor Rights Agreement became effective on the First Trading Date. It provides that we have the right to designate for nomination two non-executive directors to the JDE Peet’s board. If our equity interest declines to less than 8%, we have the right to designate for nomination only one non-executive director to the JDE Peet’s board. If our interest declines to less than 5%, we do not have the right to designate for nomination a non-executive director.
The foregoing description of the Investor Rights Agreement is qualified in its entirety by the complete terms and conditions of the Investor Rights Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
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Item 1.02.
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Termination of a Material Definitive Agreement.
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JDE Shareholders’ Agreement
In connection with the transaction, Mondelez Coffee HoldCo B.V. entered into a letter agreement amending and terminating the shareholders’ agreement that it previously entered into with Delta Charger HoldCo B.V., JDE Minority Holdings B.V. and JDE in relation to JDE (the “JDE Shareholders’ Agreement”). This letter agreement amends the JDE Shareholders’ Agreement by removing from the definition of surviving provisions certain covenants relating to non-competition and non-solicitation, and terminates the JDE Shareholders’ Agreement in accordance with its terms.
The foregoing description of the letter agreement is qualified in its entirety by reference to the complete terms and conditions of the letter agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.