Heinz Announces Successful Completion of its Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039
March 21 2013 - 5:44PM
Business Wire
H.J. Heinz Company (NYSE: HNZ) (“Heinz”) announced today that
its subsidiary H.J. Heinz Finance Company (“Heinz Finance”) has
received the consents necessary to effect certain amendments (the
“Amendments”) 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”).
The Amendments (a) amend the definition of “Change of Control”
contained in the Notes and (b) add a definition of “Permitted
Holder” to the Notes. The effect of the Amendments is 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”), and to make certain other changes to
the definition of “Change of Control”. The effectiveness of the
Amendments is not a condition to the completion of the Merger,
although the Merger remains subject to shareholder and regulatory
approvals and other customary closing conditions.
Heinz Finance received the consents of holders of a majority of
the aggregate principal amount of the Notes prior to the expiration
time of 5:00 p.m., New York City time, on March 21, 2013. As a
result, Heinz Finance, Heinz and The Bank of New York Mellon (“the
Trustee”) have entered into the First Supplemental Indenture to the
Indenture, dated as of July 6, 2001, by and among Heinz Finance,
Heinz, as guarantor, and the Trustee, which effects the
Amendments.
Heinz Finance will make cash payments of $10.00 for each $1,000
in aggregate principal amount of Notes for which a consent was
validly delivered in accordance with the terms and conditions of
the Consent Solicitation Statement, dated March 13, 2013, as
amended by Supplement No. 1 to the Consent Solicitation Statement,
dated March 18, 2013.
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 Amendments or any
securities.
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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