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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190909005948/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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