The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) today
announced the early tender results of the previously announced
offer by its 100% owned operating subsidiary Kraft Heinz Foods
Company (the “Issuer”) to purchase for cash (the “Tender Offer”)
any validly tendered (and not subsequently validly withdrawn) notes
up to a combined aggregate purchase price (excluding accrued and
unpaid interest) of $2.5 billion (the “Maximum Tender Amount”) of
its outstanding 3.500% senior notes due June 2022 (the “June 2022
Notes”), 3.500% senior notes due July 2022 (the “July 2022 Notes”),
4.000% senior notes due 2023 (the “2023 Notes”) and 4.875% second
lien senior secured notes due 2025 (the “2025 Notes” and, together
with the June 2022 Notes, the July 2022 Notes and the 2023 Notes,
the “Notes” and each, a “Series” of Notes) and the Issuer election,
with respect to the Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time (as defined below),
to make payment for such Notes on September 26, 2019 (the “Early
Settlement Date”).
The Tender Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase dated September 11,
2019, as amended by a supplement dated September 11, 2019
(together, the “Offer to Purchase”). Terms not defined in this
announcement have the meanings given to them in the Offer to
Purchase.
Consummation of the Tender Offer and payment for the tendered
Notes is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
completion by the Issuer of a private offering (the “Offering”) of
$1.0 billion aggregate principal amount of its 3.750% senior notes
due 2030, $500 million aggregate principal amount of its 4.625%
senior notes due 2039 and $1.5 billion aggregate principal amount
of its 4.875% senior notes due 2049 that commenced and priced on
September 11, 2019, on terms and subject to conditions reasonably
satisfactory to Kraft Heinz, as well as other customary
conditions.
Subject to applicable law, the Issuer has reserved the absolute
right, in its sole discretion, to at any time (i) waive any and all
conditions to the Tender Offer, (ii) extend, terminate or withdraw
the Tender Offer, (iii) increase or waive the Maximum Tender
Amount, with or without extending the Withdrawal Deadline (as
defined in the Offer to Purchase) or (iv) otherwise amend the
Tender Offer in any respect.
According to information provided by Global Bondholder Services
Corporation, the tender and information agent for the Tender Offer,
$880,616,000 aggregate principal amount of the June 2022 Notes,
$554,139,000 aggregate principal amount of the July 2022 Notes,
$761,869,000 aggregate principal amount of the 2023 Notes, and
$706,700,000 aggregate principal amount of the 2025 Notes, were
validly tendered prior to the Early Tender Time and not validly
withdrawn.
The following table indicates, among other things, the principal
amount of Notes validly tendered (and not subsequently validly
withdrawn) as of the Early Tender Time:
CUSIP No. / ISIN
Title of Security
Acceptance Priority
Level
Aggregate Principal Amount
Outstanding
Principal Amount Tendered as
of Early Tender Time
50076QAZ9 / US50076QAZ90
(144A): 50076QAF3 /
US50076QAF37
(Reg S): U5009CAC4 /
USU5009CAC48
3.500% Senior Notes due June
2022
1
$2,000,000,000
$880,616,000
50077LAJ5 / US50077LAJ52
(144A): 423074BA0 /
US423074BA02
(Reg S): U42314AF8 /
USU42314AF82
3.500% Senior Notes due July
2022
2
$1,000,000,000
$554,139,000
50077L AS5 / US50077LAS51
4.000% Senior Notes due 2023
3
$1,600,000,000
$761,869,000
(144A): 423074AS2 /
US423074AS29
(Reg S): U42314AA9 /
USU42314AA95
4.875% Second Lien Senior Secured
Notes due 2025
4
$1,200,000,000
$706,700,000
The withdrawal deadline of
5:00 p.m., New York City time, on September 24, 2019 has passed
and, accordingly, Notes validly tendered in the Tender Offer may no
longer be withdrawn except where additional withdrawal rights are
required by law.
Kraft Heinz will calculate the
consideration to be paid to holders who validly tendered and did
not validly withdraw their Notes at or prior to the Early Tender
Time in the manner described in the Offer to Purchase, as of 10:00
a.m., New York City time, on September 25, 2019. The Tender Offer
will expire at 11:59 p.m., New York City time, at the end of day on
October 8, 2019. Notes not accepted for purchase will be
promptly returned or credited to the holder’s account.
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 Tender
Offer and has appointed Global Bondholder Services Corporation to
serve as the tender agent and information agent for the Tender
Offer. Copies of the Offer to Purchase are available at
https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global
Bondholder 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 Tender 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
Bondholder Services Corporation nor the trustees 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
Tender 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 Tender
Offer, and no decision should be made by any holder on the basis of
this press release. The terms and conditions of the Tender 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 Tender
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 Tender
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 Late
Tender Offer Consideration or Total Tender Offer Consideration, as
applicable, to be paid to holders of the Notes who tender their
Notes at or prior to the Early Tender Time or 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 Tender 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190924006111/en/
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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