The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced
today that its 100% owned subsidiary Kraft Heinz Foods Company (the
“Issuer”) has commenced an offer to purchase for cash (the “Tender
Offer”) any and all of its outstanding 5.375% senior notes due 2020
(the “Notes”), of which $900 million aggregate principal amount is
currently outstanding. The Tender Offer is being made on the terms
and subject to the conditions set forth in the offer to purchase
dated September 3, 2019 (the “Offer to Purchase”) and the notice of
guaranteed delivery (collectively, the “Offer Documents”).
Concurrently with the commencement of the Tender Offer, Kraft
Heinz also issued notices of redemption by Kraft Heinz Canada ULC,
its 100% owned subsidiary, of all of Kraft Heinz Canada ULC’s
outstanding 2.700% Canadian dollar senior notes due 2020, of which
300 million Canadian dollar aggregate principal amount is currently
outstanding and by the Issuer of $800 million of the Issuer’s
2.800% senior notes due 2020, of which $1,500 million aggregate
principal amount is currently outstanding. The redemption date for
the redemptions will be October 3, 2019.
As previously disclosed, on August 9, 2019, Kraft Heinz repaid
$350 million aggregate principal amount of its variable rate senior
notes due 2019.
The Tender Offer will expire at 5:00 p.m., New York City time,
on September 9, 2019, 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 of the Notes
(“Holders”) may withdraw their validly tendered Notes as described
below. Holders are urged to read the Offer Documents carefully
before making any decision with respect to the Tender Offer.
Certain information regarding the Notes and the Tender Offer
Consideration is set forth in the table below.
Title of Security
CUSIP / ISIN Nos.
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
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
+30 bps
The “Tender Offer Consideration” for each $1,000 principal
amount of the Notes validly tendered and accepted for purchase
pursuant to the Tender Offer will be determined in the manner
described in the Offer to Purchase by reference to the fixed spread
for the Notes specified above plus the yield based on the bid-side
price of the U.S. Treasury Reference Security specified above, as
quoted on the Bloomberg Reference Page specified above, at 2:00
p.m., New York City time, on September 9, 2019, the date on which
the Tender Offer is currently scheduled to expire.
Holders will also 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 makes payment for such Notes, which date is
anticipated to be September 10, 2019.
Holders who validly tender (and do not validly withdraw) their
Notes at or prior to the Expiration Time or pursuant to the
guaranteed delivery procedures described in the Offer Documents
will be eligible to receive in cash the Tender Offer
Consideration.
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 Tender Offer is extended, the 10th
business day after commencement of the Tender Offer. Notes may also
be validly withdrawn at any time after the 60th business day after
commencement of the Tender Offer if for any reason the Tender Offer
has not been consummated by that date.
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 Bondholders Services Corporation to
serve as the tender agent and information agent for the Tender
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 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
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
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 Tender
Offer 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 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 the Kraft Heinz's
common stock in the public markets; the 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/20190903005507/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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