NORTHFIELD, Ill., June 18, 2012 /PRNewswire/ -- Kraft Foods
Inc. (NYSE: KFT) announced today that it has commenced exchange
offers (the "Exchange Offers") to exchange its 6.500% Notes due
2040, 6.875% Notes due 2039, 6.875% Notes due 2038, 7.000% Notes
due 2037, 6.500% Notes due 2031, 5.375% Notes due 2020, 6.125%
Notes due August 2018, and 6.125%
Notes due February 2018
(collectively, the "Existing Notes"), for up to $3.6 billion aggregate principal amount of new
6.500% Notes due 2040, 6.875% Notes due 2039, 5.375% Notes due
2020, and 6.125% Notes due 2018 (collectively, the "New Notes") to
be issued by Kraft Foods' wholly owned subsidiary, Kraft Foods
Group, Inc., as issuer of the New Notes, and cash as set forth in
the table below.
(Logo: http://photos.prnewswire.com/prnh/20090420/KRAFTLOGO)
The principal amount of each series of New Notes issued pursuant
to the Exchange Offers will not exceed the applicable maximum new
note sublimit set forth in the table below (each a "Maximum New
Note Sublimit" and collectively, the "Maximum New Note
Sublimits").
Each Exchange Offer is also subject to the condition, among
others, that at least $250 million
aggregate principal amount of New Notes of the series issuable
pursuant to such Exchange Offer will be issued upon acceptance of
the Existing Notes tendered pursuant to such Exchange Offer (the
"Minimum New Note Float Condition"). In addition, it is a
term of each of the Exchange Offers that at least $250 million principal amount of each series of
Existing Notes subject to such Exchange Offer remain outstanding
immediately following completion of such Exchange Offer (the
"Minimum Existing Note Requirement"). Consequently, Kraft
Foods is offering to exchange only up to $500 million of its 6.875% Notes due 2039, up to
$750 million of its 6.875% Notes due
2038, up to $500 million of its
7.000% Notes due 2037, and up to $500
million of its 6.500% Notes due 2031 (each a "Maximum
Acceptance Amount" and collectively, the "Maximum Acceptance
Amounts"). Pursuant to the terms of the Exchange Offers, the
Minimum Existing Note Requirement may not be reduced, the Minimum
New Note Float Condition may not be reduced and the Maximum
Acceptance Amounts may not be increased, in each case, by
amendment, modification or waiver.
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Total
Consideration for Existing Notes Tendered and Not
Withdrawn
Prior to the Early Tender Date
(2)
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CUSIP
Number
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Title
of Series of Existing Notes
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Aggregate
Principal Amount Outstanding
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Acceptance Priority Level(1)
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Maximum
Acceptance Amount(1)
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New
Kraft
Foods
Group Notes
|
Cash
Payment
|
Maximum
New
Note
Sublimit(3)
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50075NAZ7
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6.500%
Notes due 2040
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$3,000,000,000
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N/A
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N/A
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$1,000 of 6.500% Notes
due 2040
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$30
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$900,000,000
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50075NAW4
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6.875%
Notes due 2039
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$750,000,000
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1
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$500,000,000
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$1,000 of 6.875% Notes
due 2039
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$30
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$900,000,000
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50075NAT1
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6.875%
Notes due 2038
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$1,000,000,000
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2
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$750,000,000
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$1,000 of 6.875% Notes
due 2039
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$30
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50075NAR5
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7.000%
Notes due 2037
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$750,000,000
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3
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$500,000,000
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$1,000 of 6.875% Notes
due 2039
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$30
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50075NAC8
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6.500%
Notes due 2031
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$750,000,000
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4
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$500,000,000
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$982.50 of 6.875% Notes
due 2039
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N/A
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50075NBA1
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5.375%
Notes due 2020
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$3,750,000,000
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N/A
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N/A
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$1,000 of 5.375% Notes
due 2020
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$20
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$900,000,000
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50075NAV6
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6.125%
Notes due August 2018
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$1,250,000,000
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1
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N/A
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$1,000 of 6.125% Notes
due August 2018
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$20
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$900,000,000
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50075NAU8
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6.125%
Notes due February 2018
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$2,000,000,000
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2
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N/A
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$1,000 of 6.125% Notes
due August 2018
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$10
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(1) Acceptance Priority Levels apply only to the relevant
Exchange Offer, and acceptance for exchange of each series of
Existing Notes included in the Exchange Offer for new 6.875% Notes
due 2039 is subject to the applicable Maximum Acceptance
Amount.
(2) The Total Consideration payable per $1,000 principal amount of Existing Notes
accepted for exchange. The Exchange Consideration payable per
$1,000 principal amount of Existing
Notes of a series tendered after the Early Tender Date and prior to
the Expiration Date and accepted for exchange will equal the
applicable Total Consideration less $50 principal amount of the applicable series of
New Notes.
(3) The aggregate principal amount of each series of New Notes
issued in the Exchange Offers will not exceed the applicable
maximum amount of $900.0 million for
each series of New Notes.
In the event that the principal amount of New Notes issuable in
respect of Existing Notes validly tendered and not validly
withdrawn pursuant to the Exchange Offer for the 6.500% Notes due
2040 or the Exchange Offer for the 5.375% Notes due 2020 would
result in the applicable Maximum New Note Sublimit being exceeded
then, subject to the terms and conditions of such Exchange Offers,
such Existing Notes will be accepted for exchange on a pro rata
basis.
In the event that the principal amount New Notes issuable in
respect of Existing Notes validly tendered and not validly
withdrawn pursuant to the Exchange Offers for new 6.875% Notes due
2039 or new 6.125% Notes due August
2018 would result in the applicable Maximum New Note
Sublimit being exceeded, then, subject to the terms and conditions
of such Exchange Offers, Existing Notes will be accepted for
exchange based on the applicable acceptance priority assigned to
each series of Existing Notes subject to such Exchange
Offers. In the case of the Exchange Offer for the new 6.875%
Notes due 2039, all existing 6.875% Notes due 2039 (subject to the
applicable Maximum Acceptance Amount) with acceptance priority
level 1 will be accepted before any 6.875% Notes due 2038 with
acceptance priority level 2 are accepted, all 6.875% Notes due 2038
(subject to the applicable Maximum Acceptance Amount) with
acceptance priority level 2 will be accepted before any 7.000%
Notes due 2037 with acceptance priority level 3 are accepted, all
7.000% Notes due 2037 (subject to the applicable Maximum Acceptance
Amount) with acceptance priority level 3 will be accepted before
any 6.500% Notes due 2031 with acceptance priority level 4 are
accepted and then 6.500% Notes due 2031 (subject to the applicable
Maximum Acceptance Amount) with acceptance priority level 4 will be
accepted. In the case of the Exchange Offer for the new
6.125% Notes due August 2018, all
existing 6.125% Notes due August 2018
with acceptance priority level 1 will be accepted before any 6.125%
Notes due February 2018 with
acceptance priority 2 are accepted and then 6.125% Notes due
February 2018 with acceptance
priority level 2 will be accepted. In the event that the
principal amount of New Notes issuable in respect of Existing Notes
validly tendered and not validly withdrawn at a particular
acceptance priority level would result in the applicable Maximum
New Note Sublimit being exceeded, then, subject to the terms and
conditions of such Exchange Offers, Existing Notes at such
acceptance priority level will be accepted for exchange on a pro
rata basis and no Existing Notes with a higher numbered acceptance
priority level will be accepted for exchange.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on July 16, 2012, unless extended
(such date and time, as they may be extended, the "Expiration
Date"). To be eligible to receive the applicable Total
Consideration listed in the table above, Eligible Holders must
validly tender their Existing Notes prior to 5:00 p.m., New York
City time, on June 29, 2012,
unless extended (such date and time, as they may be extended, the
"Early Tender Date"). Tenders of Existing Notes may be
validly withdrawn at any time prior to 5:00
p.m., New York City time,
on June 29, 2012, unless extended,
but not thereafter, except in certain limited circumstances where
required by law.
Eligible Holders who validly tender their Existing Notes prior
to the Early Tender Date, and whose Existing Notes are accepted for
exchange, will receive the applicable Total Consideration listed in
the table above. Eligible Holders who validly tender their
Existing Notes after the Early Tender Date and prior to the
Expiration Date, and whose Existing Notes are accepted for
exchange, will receive the applicable Exchange Consideration, which
will equal the applicable Total Consideration less $50 principal amount of the applicable series of
New Notes. Eligible Holders whose Existing Notes are accepted
for exchange will also receive a cash payment representing: (i) any
accrued and unpaid interest from the last applicable interest
payment date to, but not including, the settlement date for the
Exchange Offers, and (ii) any amounts due in lieu of any fractional
amounts of New Notes not received as a result of rounding.
The settlement date for the Exchange Offers will occur promptly
following the Expiration Date.
The New Notes have not been registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act") or any state or foreign securities
laws. The New Notes may not be offered or sold in
the United States or to any U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Accordingly, only persons who certify that they are (i)
"qualified institutional buyers" within the meaning of Rule 144A
under the Securities Act, or (ii) not "U.S. persons" and are
outside of the United States
within the meaning of Regulation S under the Securities Act (such
persons collectively, "Eligible Holders"), are authorized to
receive and review the Offering Memorandum dated June 18, 2012 and the related Letter of
Transmittal (together, the "Offering Documents") pursuant to which
the Exchange Offers are being made and to participate in the
Exchange Offers.
ADDITIONAL INFORMATION
The Offering Documents will only be distributed to Eligible
Holders who complete and return an eligibility letter confirming
that they are "Eligible Holders" for the purposes of the Exchange
Offers. Copies of the eligibility letter may be obtained by
contacting Global Bondholder Services Corporation, the information
agent for the Exchange Offers, at (866) 470-3900 (toll-free) or
(212) 430-3774 (collect).
This release is for informational purposes only and is neither
an offer to exchange, nor a solicitation of an offer to sell, the
New Notes. The Exchange Offers are only being made pursuant to the
Offer Documents. The Exchange Offers are not being made to
holders in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements including
regarding the timing of the Exchange Offers. The word
"expect" and similar expressions are intended to identify the
forward-looking statements. These forward-looking statements
involve risks and uncertainties, many of which are beyond Kraft
Foods' control, and important factors could cause Kraft Foods'
actual results to differ materially from those in the
forward-looking statements. For additional information on
factors that could affect the forward-looking statements, see Kraft
Foods' risk factors, as they may be amended from time to time, set
forth in Kraft Foods' filings with the SEC, its most recently filed
Annual Report on Form 10-K and subsequent reports on Forms 10-Q and
8-K. Kraft Foods 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.
OFFERING RESTRICTIONS
This release does not constitute an invitation to participate in
the Exchange Offers in any jurisdiction in which, or to any person
to or from which, it is unlawful to make such invitation or for
there to be such participation under applicable securities
laws. The distribution of this release in certain
jurisdictions may be restricted by law. Persons into whose
possession this release or the Offer Documents come are required to
inform themselves about, and to observe, any such restrictions.
SOURCE Kraft Foods