Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc.
March 13 2013 - 2:25PM
Business Wire
H.J. Heinz Company (NYSE: HNZ) (“Heinz”) announced that Hawk
Acquisition Sub, Inc. (“Merger Sub”), an entity formed by Berkshire
Hathaway Inc. and 3G Capital Partners Ltd. (the “Investors”)
intends, subject to market conditions, to offer $2,100 million in
aggregate principal amount of its second lien senior secured notes
due 2020 (the “notes”). The notes are being issued to provide a
portion of the financing for the previously announced merger of
Merger Sub with and into Heinz, with Heinz surviving the merger
(the “Acquisition”).
Merger Sub and the Investors expect that the net proceeds of the
offering will be used to finance a portion of the cash
consideration for the Acquisition. Merger Sub intends to deposit
the gross proceeds of the offering into a segregated escrow account
until the date that certain conditions, including the completion of
the Acquisition, have been satisfied. Upon consummation of the
Acquisition, Heinz will assume all of the obligations of Merger Sub
under the notes and certain of Heinz’s existing and future direct
and indirect wholly owned domestic restricted subsidiaries will
guarantee the notes.
The notes and the related guarantees will be offered in the
United States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), and outside the United States pursuant to Regulation S under
the Securities Act. The notes and the related guarantees have not
been registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
This press release and our other public pronouncements contain
forward-looking statements within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are generally identified by the words
“will,” “expects,” “anticipates,” “believes,” “estimates” or
similar expressions and include our expectations as to future
revenue growth, earnings, capital expenditures and other spending,
dividend policy, and planned credit rating, as well as anticipated
reductions in spending. These forward-looking statements reflect
management’s view of future events and financial performance. These
statements are subject to risks, uncertainties, assumptions and
other important factors, many of which may be beyond Heinz’s
control, and could cause actual results to differ materially from
those expressed or implied in these forward-looking statements.
Factors that could cause actual results to differ from such
statements include, but are not limited to:
- the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement with an entity formed by Berkshire Hathaway and 3G
Capital,
- the failure to receive, on a timely
basis or otherwise, the required approvals by Heinz’s shareholders
and government or regulatory agencies with regard to the merger
agreement,
- the risk that a closing condition to
the merger agreement may not be satisfied,
- the failure of the buyer to obtain the
necessary financing in connection with the merger agreement,
- the ability of Heinz to retain and hire
key personnel and maintain relationships with customers, suppliers
and other business partners pending the consummation of the
proposed merger agreement,
- sales, volume, earnings, or cash flow
growth,
- general economic, political, and
industry conditions, including those that could impact consumer
spending,
- competitive conditions, which affect,
among other things, customer preferences and the pricing of
products, production, and energy costs,
- competition from lower-priced private
label brands,
- increases in the cost and restrictions
on the availability of raw materials, including agricultural
commodities and packaging materials, the ability to increase
product prices in response, and the impact on profitability,
- the ability to identify and anticipate
and respond through innovation to consumer trends,
- the need for product recalls,
- the ability to maintain favorable
supplier and customer relationships, and the financial viability of
those suppliers and customers,
- currency valuations and devaluations
and interest rate fluctuations,
- changes in credit ratings, leverage,
and economic conditions and the impact of these factors on our cost
of borrowing and access to capital markets,
- our ability to effectuate our strategy,
including our continued evaluation of potential opportunities, such
as strategic acquisitions, joint ventures, divestitures, and other
initiatives, our ability to identify, finance, and complete these
transactions and other initiatives, and our ability to realize
anticipated benefits from them,
- the ability to successfully complete
cost reduction programs and increase productivity,
- the ability to effectively integrate
acquired businesses,
- new products, packaging innovations,
and product mix,
- the effectiveness of advertising,
marketing, and promotional programs,
- supply chain efficiency,
- cash flow initiatives,
- risks inherent in litigation, including
tax litigation,
- the ability to further penetrate and
grow and the risk of doing business in international markets,
particularly our emerging markets; economic or political
instability in those markets, strikes, nationalization, and the
performance of business in hyperinflationary environments, in each
case such as Venezuela; and the uncertain global macroeconomic
environment and sovereign debt issues, particularly in Europe,
- changes in estimates in critical
accounting judgments and changes in laws and regulations, including
tax laws,
- the success of tax planning
strategies,
- the possibility of increased pension
expense and contributions and other people-related costs,
- the potential adverse impact of natural
disasters, such as flooding and crop failures, and the potential
impact of climate change,
- the ability to implement new
information systems, potential disruptions due to failures in
information technology systems, and risks associated with social
media,
- with regard to dividends, dividends
must be declared by the Board of Directors and will be subject to
certain legal requirements being met at the time of declaration, as
well as our Board’s view of our anticipated cash needs, and
- other factors described in “Risk
Factors” and “Cautionary Statement Relevant to Forward-Looking
Information” in Heinz’s Annual Report on Form 10-K for the fiscal
year ended April 29, 2012 and reports on Forms 10-Q
thereafter.
The forward-looking statements are based on management’s current
views and assumptions regarding future events and speak only as of
their dates. Heinz undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by the
securities laws.
ABOUT HEINZ: H.J. Heinz Company, offering “Good Food Every Day”™
is one of the world’s leading marketers and producers of healthy,
convenient and affordable foods specializing in ketchup, sauces,
meals, soups, snacks and infant nutrition. Heinz provides superior
quality, taste and nutrition for all eating occasions whether in
the home, restaurants, the office or “on-the-go.” Heinz is a global
family of leading branded products, including Heinz® Ketchup,
sauces, soups, beans, pasta and infant foods (representing over one
third of Heinz’s total sales), Ore-Ida® potato products, Weight
Watchers® Smart Ones® entrées, T.G.I. Friday’s® snacks, and Plasmon
infant nutrition. Heinz is famous for its iconic brands on six
continents, showcased by Heinz® Ketchup, The World’s Favorite
Ketchup®.
Copyright (c) 2013
Heinz H J (NYSE:HNZ)
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