The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced
today that 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”) expired at 5:00 p.m., New York
City time, on September 9, 2019 (the “Expiration Time”). As of the
Expiration Time, $494,998,000 or 55.00% of the $900 million
outstanding aggregate principal amount of the Notes had been
validly tendered and not validly withdrawn. In addition, as of the
Expiration Time, $1,340,000 aggregate principal amount of the Notes
remained subject to guaranteed delivery procedures described in the
Offer to Purchase dated September 3, 2019 (the “Offer to
Purchase”). Payment for the Notes validly tendered and accepted for
purchase will be made today (the “Settlement Date”).
Holders that validly tendered their Notes at or prior to the
expiration of the Offer and did not validly withdraw their Notes
will receive $1,012.92 for each $1,000 principal amount of Notes
tendered and accepted for payment (the “Notes Consideration”), plus
accrued and unpaid interest from the August 10, 2019 interest
payment date up to, but not including, the Settlement Date.
The Offer was made pursuant to the terms and subject to the
conditions set forth in the Offer to Purchase and the related
notice of guaranteed delivery.
BofA Merrill Lynch, Citigroup, Goldman Sachs & Co. LLC, and
J.P. Morgan acted as Dealer Managers for the Offer. Global
Bondholders Services Corporation served as the tender agent and
information agent for the Offer.
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. If any
holder of the Notes 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190910006143/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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