Heinz Announces Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039
March 13 2013 - 7:56PM
Business Wire
H.J. Heinz Company (NYSE: HNZ) (“Heinz”) announced today that
its subsidiary H.J. Heinz Finance Company (“Heinz Finance”) has
commenced a consent solicitation with respect to the 7.125%
Guaranteed Notes Due 2039 (CUSIP No. 42307T AH1) issued by Heinz
Finance and fully, unconditionally and irrevocably guaranteed by
Heinz (the “Notes”).
Heinz Finance is soliciting consents from holders of record as
of 5:00 p.m., New York City time, on March 12, 2013 (such date and
time, the “Record Date”) to (a) amend the definition of “Change of
Control” contained in the Notes, (b) add a definition of “Permitted
Holder” to the Notes and (c) add to, amend, supplement and change
certain other defined terms in the Notes related to the foregoing
(collectively, the “Proposed Amendments”). The Proposed Amendments
will be effected by a supplemental indenture (the “Supplemental
Indenture”) to the Indenture governing the Notes, dated as of July
6, 2001 (as supplemented or amended, the “Indenture”), by and among
Heinz Finance, Heinz, as guarantor and The Bank of New York Mellon,
as trustee (the “Trustee”).
The effect of the Proposed Amendments will be to waive Heinz
Finance’s obligation under the Notes to make a change of control
offer to repurchase the Notes at 101% of the principal amount
thereof, plus accrued and unpaid interest, upon consummation of
Heinz’s pending merger with Hawk Acquisition Sub, Inc., an entity
affiliated with Berkshire Hathaway Inc. and 3G Capital Partners
Ltd. (the “Merger”).
Heinz Finance is offering to pay each holder of record as of the
Record Date who validly delivers and does not validly revoke its
consent on or prior to the Expiration Date (as defined below) a
cash payment of $10.00 for each $1,000 in aggregate principal
amount of Notes for which a consent is validly delivered, subject
to satisfaction or waiver of certain conditions, including the
receipt of valid consents in respect of a majority in aggregate
principal amount of the outstanding Notes.
Heinz expects that, promptly after receipt of the requisite
consents at or prior to the Expiration Date, Heinz, Heinz Finance
and the Trustee will execute the Supplemental Indenture giving
effect to the Proposed Amendments. Holders will not be able to
revoke their consents after the execution of the Supplemental
Indenture (such time, the “Effective Time”). Holders should note
that the Effective Time may be prior to the Expiration Date and
holders will not be given prior notice of such Effective Time.
The consent solicitation will expire at 5:00 p.m., New York City
time, on March 21, 2013 (as such date may be extended by Heinz
Finance in its sole discretion) (the “Expiration Date”). Payment of
the consent fee will be made promptly after the Supplemental
Indenture is executed and all other conditions to the consent
solicitation are satisfied or waived. Heinz Finance in its sole
discretion may terminate the consent solicitation without the
obligation to make any cash payment at any time, whether or not the
requisite consents have been received. Except for the Proposed
Amendments, all of the existing terms of the Notes and the
indenture under which the Notes were issued will remain unchanged.
The effectiveness of the Proposed Amendments is not a condition to
the completion of the Merger.
This press release does not set forth all of the terms and
conditions of the consent solicitation. Holders of the Notes should
carefully read Heinz Finance’s Consent Solicitation Statement,
dated March 13, 2013, and the accompanying materials for a complete
description of all terms and conditions before making any decision
with respect to the consent solicitation. Neither Heinz nor Heinz
Finance makes any recommendation as to whether or not any holder
should consent to the Proposed Amendments. Additional information
concerning the terms and conditions of the consent solicitation,
and the procedure for delivering consents, may be obtained from the
solicitation agents, Wells Fargo Securities at (866) 309-6316 (toll
free) or (704) 410-4760 (collect), or J.P. Morgan at (866) 834-4660
(toll free) or (212) 834-4811 (collect). Copies of the Consent
Solicitation Statement and related documents may be obtained from
the information agent, D.F. King & Co., Inc., by calling (800)
758-5880 (toll free), (212) 269-5550 (collect) or (212) 709-3328
for banks and brokers or by email at Heinz@dfking.com.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Proposed Amendments or
any securities. The solicitation of consents is not being made in
any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such solicitation under applicable
state or foreign securities or “blue sky” laws.
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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