Kraft Heinz Announces the Pricing Terms for Tender Offer for Any and All 5.375% Senior Notes Due 2020

Category:

Monday, September 9, 2019 5:42 pm EDT

Dateline:

PITTSBURGH & CHICAGO

Public Company Information:

NASDAQ:
KHC

PITTSBURGH & CHICAGO--(BUSINESS WIRE)--The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the pricing terms of the previously announced offer to purchase for cash (the “Offer”) commenced by its 100% owned subsidiary Kraft Heinz Foods Company (the “Issuer”) for any and all of its outstanding 5.375% senior notes due 2020 (the “Notes”).

The consideration (the “Notes Consideration”) for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer to Purchase dated September 3, 2019 (the “Offer to Purchase”) by reference to the fixed spread for the Notes specified below plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified below, as quoted on the Bloomberg Reference Page specified below, as of 2:00 p.m., New York City time today, the date on which the Offer is currently scheduled to expire.

Title of
Security

 

CUSIP / ISIN Nos

 

Principal Amount
Outstanding

 

U.S. Treasury
Reference Security

 

Bloomberg
Reference Page

 

Reference
Yield

 

Fixed
Spread

 

Notes
Consideration(1)

5.375%
Senior Notes
due 2020

 

 

50076QAU0 / US50076QAU04

 

144A:

50076QAS5 / US50076QAS57

 

Reg S:

U5009CAG5 / USU5009CAG51

 

$900,000,000

 

2.00% UST due
01/31/20

 

FIT3

 

1.935%

 

+30 bps

 

$1,012.92

(1) Per $1,000 principal amount.

In addition to the Notes Consideration, holders of the Notes (“Holders”) will receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the August 10, 2019 interest payment date up to, but not including, the date on which the Issuer made payment for such Notes, which date is anticipated to be September 10, 2019 (such date, as it may be extended, the “Settlement Date”). Notes tendered by notice of guaranteed delivery and accepted for purchase are expected to be purchased on the second business day after the Settlement Date, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The Offer will expire today at 5:00 p.m., New York City time, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders must validly tender their Notes at or prior to the Expiration Time (including by notice of guaranteed delivery) and not validly withdraw their Notes to be eligible to receive the Notes Consideration and accrued and unpaid interest as described above.

The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase and the related notice of guaranteed delivery (together, the “Offer Documents”).

Holders who validly tender their Notes may validly withdraw their tendered Notes at any time prior to the earlier of (i) the Expiration Time and (ii) if the Offer is extended, the 10th business day after commencement of the Offer. Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within such 60 business days.

Kraft Heinz has engaged BofA Merrill Lynch, Citigroup, Goldman Sachs & Co. LLC, and J.P. Morgan to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Offer and has appointed Global Bondholders Services Corporation to serve as the tender agent and information agent for the Offer. Copies of the Offer Documents are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholders Services Corporation via telephone by calling +1 (866) 794-2200 (toll free) or +1 212-430-3774 (for banks and brokers). Questions regarding the terms of the Offer should be directed to BofA Merrill Lynch at (980) 387-3907 (toll free) or (888) 292-0070 (collect), Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect), Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-0215 (collect) or J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-8553 (collect).

Neither the Issuer, Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholders Services Corporation nor the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This press release does not describe all the material terms of the Offer, and no decision should be made by any Holder on the basis of this press release. The terms and conditions of the Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer.

ABOUT THE KRAFT HEINZ COMPANY

For 150 years, we have produced some of the world’s most beloved products at The Kraft Heinz Company (Nasdaq: KHC). Our Vision is To Be the Best Food Company, Growing a Better World. We are one of the largest global food and beverage companies, with 2018 net sales of approximately $26 billion. Our portfolio is a diverse mix of iconic and emerging brands. As the guardians of these brands and the creators of innovative new products, we are dedicated to the sustainable health of our people and our planet. To learn more, visit www.kraftheinzcompany.com or follow us on LinkedIn and Twitter.

FORWARD-LOOKING STATEMENTS

This press release contains a number of forward-looking statements. Words such as “anticipate,” “reflect,” “invest,” “see,” “make,” “expect,” “give,” “deliver,” “drive,” “believe,” “improve,” “assess,” “reassess,” “remain,” “evaluate,” “grow,” “will,” “plan,” “intend” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding Kraft Heinz’s plans and expected timing and benefits of the transaction, and the Notes Consideration, as applicable, to be paid to holders of the Notes who tender their Notes at or prior to the Expiration Time. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond Kraft Heinz’s control.

Important factors that may affect Kraft Heinz’s business and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the completion of the Offer; operating in a highly competitive industry; Kraft Heinz’s ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation; changes in the retail landscape or the loss of key retail customers; changes in Kraft Heinz’s relationships with significant customers, suppliers and other business relationships; Kraft Heinz’s ability to maintain, extend, and expand Kraft Heinz’s reputation and brand image; Kraft Heinz’s ability to leverage Kraft Heinz’s brand value to compete against private label products; Kraft Heinz’s ability to drive revenue growth in its key product categories, increase Kraft Heinz’s market share, or add products that are in faster-growing and more profitable categories; product recalls or product liability claims; unanticipated business disruptions; Kraft Heinz’s ability to identify, complete, or realize the benefits from strategic acquisitions, alliances, divestitures, joint ventures, or other investments; Kraft Heinz’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, and improve Kraft Heinz’s competitiveness; Kraft Heinz’s ability to successfully execute Kraft Heinz’s strategic initiatives; the impacts of Kraft Heinz’s international operations; economic and political conditions in the United States and in various other nations where Kraft Heinz does business; changes in Kraft Heinz’s management team or other key personnel and Kraft Heinz’s ability to hire or retain key personnel or a highly skilled and diverse global workforce; risks associated with information technology and systems, including service interruptions, misappropriation of data, or breaches of security; impacts of natural events in the locations in which Kraft Heinz or Kraft Heinz’s customers, suppliers, distributors, or regulators operate; Kraft Heinz’s ownership structure; Kraft Heinz’s indebtedness and ability to pay such indebtedness; additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets; exchange rate fluctuations; volatility in commodity, energy, and other input costs; volatility in the market value of all or a portion of the derivatives Kraft Heinz uses; increased pension, labor and people-related expenses; compliance with laws, regulations, and related interpretations and related legal claims or other regulatory enforcement actions, including additional risks and uncertainties related to Kraft Heinz’s restatement and any potential actions resulting from the Securities and Exchange Commission’s (the “SEC”) ongoing investigation, as well as potential additional subpoenas, litigation and regulatory proceedings; an inability to remediate the material weaknesses in Kraft Heinz’s internal control over financial reporting or additional material weaknesses or other deficiencies in the future or the failure to maintain an effective system of internal controls; Kraft Heinz’s failure to prepare and timely file its periodic reports; the restatement of certain of Kraft Heinz’s previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues; Kraft Heinz’s ability to protect intellectual property rights; tax law changes or interpretations; the impact of future sales of Kraft Heinz's common stock in the public markets; Kraft Heinz’s ability to continue to pay a regular dividend and the amounts of any such dividends; and the volatility of capital markets and other macroeconomic factors and other factors. For additional information on these and other factors that could affect Kraft Heinz’s forward-looking statements, see Kraft Heinz’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC. Kraft Heinz 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.

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Contact:

Michael Mullen (media)
Head of Corporate Affairs
The Kraft Heinz Company
Michael.Mullen@kraftheinz.com

Christopher Jakubik, CFA (investors)
Head of Global Investor Relations
The Kraft Heinz Company
ir@kraftheinz.com

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