The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC)
announced today that the previously announced cash tender offers
(each, an “Offer” and collectively, the “Offers”)
commenced by its 100% owned subsidiary Kraft Heinz Foods Company
(the “Issuer”) to purchase up to a maximum combined
aggregate purchase price of $2.8 billion, including principal and
premium but excluding Accrued Interest (as defined below) of its
outstanding notes listed in the table below (the “Notes,”
and each, a “Series” of Notes) expired at 5:00 p.m., New
York City time, on June 11, 2021 (the “Expiration
Time”).
The Offers were made on the terms and subject to the conditions
set forth in the offer to purchase dated June 7, 2021 (the
“Offer to Purchase”) and the related notice of guaranteed
delivery (the “ Notice of Guaranteed Delivery” and, together
with the Offer to Purchase, the “Offer Documents”).
The table below sets forth certain information about the Offers,
including the aggregate principal amount of Notes validly tendered
and accepted in the Offers, and the aggregate principal amount of
Notes reflected in Notices of Guaranteed Delivery delivered at or
prior to the Expiration Time pursuant to the Offer Documents.
Title of
Security(1)
CUSIP
ISIN
Acceptance Priority
Level
Principal Amount
Outstanding
Purchase Price(2)
Principal Amount
Tendered(3)
Principal Amount
Accepted
Principal Amount Reflected in
Notices of Guaranteed Delivery
5.000% Senior Notes due June
2042
50076QAE6 / 144A: 50076QAC0 / Reg
S: U5009CAB6
US50076QAE61 / 144A: US50076QAC06
/ Reg S: USU5009CAB64
1
$1,993,000,000
$1,187.50
$333,901,000
$333,901,000
$325,000
5.000% Senior Notes due July
2035
50077LAL0
US50077LAL09
2
$992,000,000
$1,201.25
$186,365,000
$186,365,000
$221,000
4.625% Senior Notes due January
2029
50077LAT3
US50077LAT35
3
$1,095,800,000
$1,147.50
$344,063,000
$344,063,000
$5,806,000
4.625% Senior Notes due October
2039
50077LAX4 / 144A: 50077LAW6/ Reg
S: U5009LAY6
US50077LAX47 / 144A: US50077LAW63
/
Reg S: USU5009LAY66
4
$500,000,000
$1,137.50
$100,944,000
$100,944,000
$52,000
3.750% Senior Notes due April
2030
50077LAV8 / 144A: 50077LAU0 /
U5009LAX8
US50077LAV80 / 144A: US50077LAU08
/ Reg S: USU5009LAX83
5
$997,500,000
$1,087.50
$254,113,000
$254,113,000
$4,495,000
6.500% Senior Notes due February
2040
50076QAN6 / 50076QAM8 / 144A:
50076QAL0 / Reg S: U5009CAE0
US50076QAN60 / US50076QAM87 /
144A: US50076QAL05 /
Reg S: USU5009CAE04
6
$772,783,000
$1,362.50
$39,241,000
$39,241,000
$720,000
6.375% Senior Debentures due July
2028
423074AF0
US423074AF08
7
$235,325,000
$1,250.00
$17,505,000
$17,505,000
$495,000
6.750% Senior Debentures due
March 2032
42307TAG3
US42307TAG31
8
$436,577,000
$1,351.25
$65,627,000
$65,627,000
$350,000
6.875% Senior Notes due January
2039
50076QAR7 / 50076QAP1 / U5009CAF7
/ 50076QAQ9
US50076QAR74 / US50076QAP19 /
USU5009CAF78 / US50076QAQ91
9
$868,230,000
$1,392.50
$29,150,000
$29,150,000
$0
7.125% Senior Notes due August
2039
42307TAH1
US42307TAH14
10
$927,000,000
$1,430.00
$51,160,468
$51,160,468
$74,000
___________________
(1)
Each Series of Notes is guaranteed by
Kraft Heinz.
(2)
Per $1,000 principal amount of Notes
validly tendered and accepted for purchase in the Offers (exclusive
of any accrued and unpaid interest, which will be paid in addition
to the Purchase Price, from, and including, the last interest
payment date for the relevant Series of Notes up to, but excluding,
the Settlement Date (as defined below) (“Accrued Interest”)).
(3)
The amounts exclude the principal amounts
of Notes for which holders have complied with certain procedures
applicable to guaranteed delivery pursuant to the Guaranteed
Delivery Procedures (as defined in the Offer to Purchase). Such
amounts remain subject to the Guaranteed Delivery Procedures. Notes
tendered pursuant to the Guaranteed Delivery Procedures are
required to be tendered at or prior to 5:00 p.m., New York City
time, on June 15, 2021.
Overall, $1,422,069,468 principal amount of Notes have been
tendered and accepted for purchase for an aggregate purchase price
of $1,701,819,036.15, inclusive of applicable premium and Accrued
Interest.
Settlement for Notes validly tendered at or prior to the
Expiration Time is expected to occur on June 14, 2021, the first
business day following the Expiration Time (the “Settlement
Date”). Settlement for Notes delivered pursuant to the
Guaranteed Delivery Procedures (as defined in the Offer to
Purchase) and accepted for purchase pursuant to the Offers is
expected to occur on June 16, 2021, the third business day
following the Expiration Time (the “Guaranteed Delivery
Settlement Date”).
In addition to the Purchase Price, all Notes validly tendered
and accepted for purchase pursuant to the Offers, will, on the
Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable, also receive Accrued Interest in respect of such Notes.
For the avoidance of doubt, Accrued Interest will cease to accrue
on the Settlement Date for all Notes accepted in the Offers and
holders of the Notes whose Notes are tendered pursuant to the
Guaranteed Delivery Procedures described in the Offer Documents and
are accepted for purchase will not receive payment in respect of
any interest for the period from and including the Settlement
Date.
The Issuer’s obligation to accept Notes tendered in each Offer
was subject to the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including the Maximum
Consideration Condition (as defined in the Offer to Purchase).
The Maximum Consideration Condition has been satisfied with
respect to all Offers. Accordingly, all Notes validly tendered and
not validly withdrawn at or prior to the Expiration Time have been
accepted for purchase.
All other conditions described in the Offer to Purchase that
were to be satisfied or waived on or prior to the Expiration Time
have been satisfied.
Kraft Heinz engaged BofA Securities, J.P. Morgan and Wells Fargo
Securities to act as lead dealer managers (collectively, the
“Lead Dealer Managers”) and BNP PARIBAS, Credit Agricole
CIB, Credit Suisse, Deutsche Bank Securities, MUFG and SMBC Nikko
to act as co-dealer managers (collectively, the “Co-Dealer
Managers” and, together with the Lead Dealer Managers, the
“Dealer Managers”) in connection with the Offers and
appointed Global Bondholder Services Corporation to serve as the
tender agent and information agent for the Offers. Copies of the
Offer to Purchase are available at
https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global
Bondholder Services Corporation via telephone +1 (866) 470-3800 -
(toll free) or +1 (212)-430-3774 (for banks and brokers). Questions
regarding the terms of the Offers should be directed to BofA
Securities at +1 (980) 388-3646 or debt_advisory@bofa.com, J.P.
Morgan at +1 (866) 834-4666 (toll free) or +1 (212) 834-4087
(collect) or Wells Fargo Securities at +1 (866) 309-6316 (toll
free) or +1 (704) 410-4759 (collect).
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. The terms and conditions of the
Offers are described in the Offer to Purchase, and this press
release must be read in conjunction with the Offer to Purchase. If
any holder of 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
We are driving transformation at The Kraft Heinz Company
(Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious.
Consumers are at the center of everything we do. With 2020 net
sales of approximately $26 billion, we are committed to growing our
iconic and emerging food and beverage brands on a global scale. We
leverage our scale and agility to unleash the full power of Kraft
Heinz across a portfolio of six consumer-driven product platforms.
As global citizens, we’re dedicated to making a sustainable,
ethical impact while helping feed the world in healthy, responsible
ways. Learn more about our journey by visiting
www.kraftheinzcompany.com or following us on LinkedIn and
Twitter.
Forward-Looking Statements
This press release contains a number of forward-looking
statements. Words such as “plan,” “believe,” “anticipate,”
“reflect,” “invest,” “see,” “make,” “expect,” “deliver,” “drive,”
“improve,” “intend,” “assess,” “remain,” “evaluate,” “establish,”
“focus,” “build,” “turn,” “expand,” “leverage,” “grow,” “will,” 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, impacts of accounting
standards and guidance, growth, legal matters, taxes, costs and
cost savings, impairments, dividends, expectations, investments,
innovations, opportunities, capabilities, execution, initiatives,
and pipeline. These forward-looking statements reflect management’s
current expectations and 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, market conditions and the timing and ability of the
Issuer to consummate the Offers; the impacts of COVID-19 and
government and consumer responses; 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 or suppliers, or in other business
relationships; Kraft Heinz’s ability to maintain, extend, and
expand its reputation and brand image; Kraft Heinz’s ability to
leverage its brand value to compete against private label products;
Kraft Heinz’s ability to drive revenue growth in its key product
categories or platforms, increase its market share, or add products
that are in faster-growing and more profitable categories; product
recalls or other product liability claims; 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 successfully execute its
strategic initiatives; the impacts of Kraft Heinz’s international
operations; Kraft Heinz’s ability to protect intellectual property
rights; Kraft Heinz’s ownership structure; 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 its competitiveness; Kraft Heinz’s level of indebtedness,
as well as our ability to comply with covenants under our debt
instruments; additional impairments of the carrying amounts of
goodwill or other indefinite-lived intangible assets; foreign
exchange rate fluctuations; volatility in commodity, energy, and
other input costs; volatility in the market value of all or a
portion of the commodity derivatives we use; compliance with laws,
regulations, and related interpretations and related legal claims
or other regulatory enforcement actions, including additional risks
and uncertainties related to any potential actions resulting from
the Securities and Exchange Commission’s (“SEC”) ongoing
investigation, as well as potential additional subpoenas,
litigation, and regulatory proceedings; failure to maintain an
effective system of internal controls; a downgrade in Kraft Heinz’s
credit rating; the impact of future sales of Kraft Heinz’s common
stock in the public market; Kraft Heinz’s ability to continue to
pay a regular dividend and the amounts of any such dividends;
unanticipated business disruptions and natural events in the
locations in which Kraft Heinz or Kraft Heinz’s customers,
suppliers, distributors, or regulators operate; 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; increased pension, labor, and
people-related expenses; changes in tax laws and interpretations;
volatility of capital markets and other macroeconomic factors; and
other factors. For additional information on these and other
factors that could affect the 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,
revise, or withdraw 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/20210611005506/en/
Michael Mullen (media) Michael.Mullen@kraftheinz.com
Christopher Jakubik, CFA (investors) ir@kraftheinz.com
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