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Item 1.01.
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Entry into a Material Definitive Agreement.
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Sale of Notes
On September 25, 2019, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “Guarantor”), completed its previously announced offering of $1.0 billion aggregate principal amount of its 3.750% senior notes due 2030 (the “2030 Notes”), $500 million aggregate principal amount of its 4.625% senior notes due 2039 (the “2039 Notes”) and $1.5 billion aggregate principal amount of its 4.875% senior notes due 2049 (the “2049 Notes” and, together with the 2030 Notes and the 2039 Notes, the “Notes”) in a private offering (the “Offering”). The Notes were sold to qualified institutional buyers pursuant to Rule 144A and to persons outside the United States under Regulation S of the Securities Act.
The Notes were issued pursuant to an Indenture, dated as of July 1, 2015, among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Eighth Supplemental Indenture, dated as of September 25, 2019, by and among the Issuer, the Guarantor and the Trustee (the “Eighth Supplemental Indenture”).
The Issuer intends to use the proceeds from the Offering, after deducting the Initial Purchasers’ (as defined below) discounts and related fees and expenses, together with cash on hand, (i) to fund the previously announced tender offer (the “Tender Offer”) to purchase, for cash, up to a maximum combined aggregate purchase price of $2,500,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”) of its outstanding 3.500% senior notes due June 2022, 3.500% senior notes due July 2022, 4.000% senior notes due 2023 and 4.875% second lien senior secured notes due 2025 and to pay fees and expenses in connection therewith and (ii) to fund the previously announced conditional partial redemption of $500 million aggregate principal amount of its 2.800% senior notes due 2020. In the event that the Tender Offer is not consummated, or less than the Maximum Tender Amount is tendered, the Issuer intends to use the net proceeds of this Offering for general corporate purposes, which may include the repayment or repurchase of outstanding indebtedness.
The 2030 Notes will mature on April 1, 2030. The 2039 Notes will mature on October 1, 2039. The 2049 Notes will mature on October 1, 2049. Interest on the 2030 Notes will accrue at the rate of 3.750% per annum, interest on the 2039 Notes will accrue at the rate of 4.625% per annum, and interest on the 2049 Notes will accrue at the rate of 4.875% per annum. Interest on the Notes will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on September 25, 2019. The Notes are guaranteed on a senior basis by Kraft Heinz.
The foregoing description of the Eighth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Supplemental Indenture and the Form of Note, which are filed hereto as Exhibit 4.1 and 4.2, respectively, and are incorporated by reference herein.
Registration Rights Agreement
In connection with the sale of the Notes, the Issuer and the Guarantor entered into a Registration Rights Agreement, dated as of September 25, 2019 (the “Registration Rights Agreement”), with BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, for themselves and on behalf of the other initial purchasers (the “Initial Purchasers”) with respect to the Notes. Under the Registration Rights Agreement, the Issuer and the Guarantor have agreed, with respect to the Notes, to file a registration statement with respect to an offer to exchange the Notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, to cause an exchange offer registration statement to be declared effective and to consummate the exchange offer no later than 545 days after September 25, 2019. The Issuer and the Guarantor may be required to provide a shelf registration statement to cover resales of the Notes under certain circumstances. If the Issuer and the Guarantor fail to satisfy these and other obligations contained in the Registration Rights Agreement, additional payments of interest will accrue on the Notes.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed hereto as Exhibit 4.3, and is incorporated by reference herein.