NORTHFIELD, Ill., July 2, 2012 /PRNewswire/ -- Kraft Foods Inc.
(NASDAQ: KFT) ("Kraft Foods") announced today that it has amended
the terms of its previously announced offer to exchange (the "2018
Exchange Offer") its existing 6.125% Notes due August 2018 and 6.125% Notes due February 2018 for new 6.125% Notes due
August 2018 (the "2018 New Notes") to
be issued by Kraft Foods' wholly owned subsidiary, Kraft Foods
Group, Inc. ("KFGI"), and cash. Pursuant to the terms of the
2018 Exchange Offer as amended, Kraft Foods is now offering to
issue an aggregate of $1,032,429,000
principal amount of 2018 New Notes, representing an increase in the
maximum new note sublimit applicable to the 2018 Exchange
Offer.
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Kraft Foods also announced today that it has amended the terms
of its previously announced offer to exchange (the "2040 Exchange
Offer") its existing 6.500% Notes due 2040 for new 6.500% Notes due
2040 (the "2040 New Notes") to be issued by KFGI, and cash, and its
previously announced offer to exchange (the "2039 Exchange Offer")
its existing 6.875% Notes due 2039, 6.875% Notes due 2038, 7.000%
Notes due 2037 and 6.500% Notes due 2031 for new 6.875% Notes due
2039 (the "2039 New Notes") to be issued by KFGI and, as
applicable, cash. Pursuant to the terms of the 2040 Exchange
Offer as amended, Kraft Foods is now offering to issue an aggregate
of $787,051,000 principal amount of
2040 New Notes, representing a reduction in the maximum new note
sublimit applicable to the 2040 Exchange Offer, and pursuant to the
terms of the 2039 Exchange Offer as amended, Kraft Foods is now
offering to issue an aggregate of $880,520,000 principal amount of 2039 New Notes,
representing a reduction in the maximum new note sublimit
applicable to the 2039 Exchange Offer.
Except as set forth herein, the terms of the 2040 Exchange
Offer, the 2039 Exchange Offer and the 2018 Exchange Offer remain
unchanged.
No amendments have been made to the terms of Kraft Foods' offer
to exchange (together with the 2040 Exchange Offer, the 2039
Exchange Offer and the 2018 Exchange Offer, the "Exchange Offers")
its existing 5.375% Notes due 2020 for new 5.375% Notes due 2020
(together with the 2040 New Notes, the 2039 New Notes and the 2018
New Notes, the "New Notes") to be issued by KFGI, and cash.
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"). Subject to the satisfaction or waiver of the
conditions to the Exchange Offers, the settlement date for the
Exchange Offers will occur promptly following the Expiration
Date. The withdrawal deadline for Existing Notes tendered in
the Exchange Offers expired at 5:00
p.m., New York City time,
on June 29, 2012 and, accordingly,
Existing Notes tendered in the Exchange Offers may no longer be
withdrawn unless withdrawal rights are required by applicable
law.
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, as amended hereby, in the case of the 2040
Exchange Offer, 2039 Exchange Offer, and 2018 Exchange Offer, the
"Offering Documents") pursuant to which the Exchange Offers are
being made and to participate in the Exchange Offers.
ADDITIONAL INFORMATION
The Offering Memorandum and related Letter of Transmittal 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
Offering 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 Offering Documents come are required
to inform themselves about, and to observe, any such
restrictions.
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SOURCE Kraft Foods Inc.