Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2019
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13032107&doc=3
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
Commission File Number: 001-37482
 
 
Delaware
46-2078182
(State or other jurisdiction 
of incorporation)
(IRS Employer 
Identification No.)
One PPG Place, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 456-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value
KHC
The NASDAQ Stock Market LLC




Item 1.01.    Entry into a Material Definitive Agreement.
Waiver and Consent No. 3 to Credit Agreement
On July 29, 2019, The Kraft Heinz Company (the “Company”), Kraft Heinz Foods Company (the “Parent Borrower”), certain lenders party thereto (the “Required Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), entered into a Waiver and Consent No. 3 (the “Waiver”) with respect to that certain Credit Agreement, dated as of July 6, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for a senior unsecured revolving credit facility, that matures July 6, 2023. As of both March 30, 2019 and July 29, 2019, there were no outstanding borrowings under the revolving credit facility.
Pursuant to the Waiver, the Required Lenders and the Agent granted a one-time temporary waiver of compliance by the Company and the Parent Borrower with respect to the requirement to furnish the lenders a copy of the unaudited interim condensed consolidated balance sheet for the Company’s quarter ended March 30, 2019 and the Company’s unaudited interim condensed consolidated statements of earnings and cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter (the “2019 Q1 Financial Statements”), each as set forth in the Credit Agreement. Pursuant to the Waiver, the Company is required to provide the 2019 Q1 Financial Statements to the lenders no later than August 13, 2019.
The Waiver includes customary representations and does not limit, impair or constitute a waiver of the rights and remedies of the lenders or the Agent, and except as expressly provided in the Waiver, does not amend or affect the terms of the Credit Agreement, the Waiver and Consent No. 1 to the Credit Agreement dated as of March 22, 2019 or the Waiver and Consent No. 2 to the Credit Agreement dated as of May 10, 2019 among the Company, the Parent Borrower, certain lenders party thereto and the Agent.
The foregoing description of the Waiver is only a summary of the material terms and does not purport to be complete, and is qualified in its entirety by reference to the Waiver, which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.
Financial Results Through First Half 2019
The Company expects to issue a press release on August 8, 2019 announcing its financial results through June 29, 2019, the first half of its 2019 fiscal year.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
The following exhibit is filed with this Current Report on Form 8-K.

2



Exhibit No.
Description
10.1



3



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
The Kraft Heinz Company
Date: July 31, 2019
By: /s/ Rashida La Lande 
Rashida La Lande
Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary


4
Exhibit
 

Exhibit 10.1
WAIVER AND CONSENT NO. 3 dated as of July 29, 2019 (this “Waiver”), among THE KRAFT HEINZ COMPANY, a Delaware corporation (“Kraft Heinz”), KRAFT HEINZ FOODS COMPANY, a Pennsylvania limited liability company (the “Parent Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
Reference is made to (i) the Credit Agreement dated as of July 6, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Kraft Heinz, the Parent Borrower, the Lenders party thereto, the Administrative Agent and J.P. Morgan Europe Limited, as London agent, (ii) the Waiver and Consent No. 1 dated as of March 22, 2019 (“Waiver No. 1”) among Kraft Heinz, the Parent Borrower, the Lenders party thereto and the Administrative Agent and (iii) the Waiver and Consent No. 2 dated as of May 10, 2019 (“Waiver No. 2”) among Kraft Heinz, the Parent Borrower, the Lenders party thereto and the Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Kraft Heinz and the Parent Borrower have requested, and the Administrative Agent and the Lenders party hereto (which constitute the Required Lenders) agree, in accordance with Section 9.01 of the Credit Agreement, to grant a one-time temporary waiver of compliance with Section 5.01(c)(i) with respect to the unaudited interim condensed consolidated balance sheet of Kraft Heinz and its Subsidiaries as of the end of the quarter ended March 30, 2019 and unaudited interim condensed consolidated statements of earnings and cash flows of Kraft Heinz and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.Waiver and Consent. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof:
(a)    The Lenders party hereto hereby grant a one-time temporary waiver, until August 13, 2019 (the “2019 Q1 Financial Statements Extension Deadline”), of the unaudited interim condensed consolidated balance sheet of Kraft Heinz and its Subsidiaries as of the end of the quarter ended March 30, 2019 and unaudited interim condensed consolidated statements of earnings and cash flows of Kraft Heinz and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter (the “2019 Q1 Financial Statements”), it being understood and agreed that Section 5.01(c)(i) of the Credit Agreement shall be deemed to require



 

Kraft Heinz and the Parent Borrower to furnish to the Lenders the 2019 Q1 Financial Statements on or prior to the 2019 Q1 Financial Statements Extension Deadline.
(b)    During the period from and after the Waiver Effective Date (as defined below) to and including the 2019 Q1 Financial Statements Extension Deadline, the condition precedent to each Pro Rata Borrowing set forth in Section 3.03(b) of the Credit Agreement shall be deemed to be satisfied if such condition precedent would otherwise be satisfied but for the failure of Kraft Heinz and the Parent Borrower to furnish the 2019 Q1 Financial Statements to the Lenders within the applicable period set forth in Section 5.01(c)(i) of the Credit Agreement.
Section 2.    Representations and Warranties. Kraft Heinz and the Parent Borrower represents and warrants that as of the date hereof and the Waiver Effective Date:
(a)    After giving effect to this Waiver, the representations and warranties of Kraft Heinz and the Parent Borrower contained in Article IV of the Credit Agreement and in the Holdco Guaranty Agreement are true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects.
(b)    After giving effect to this Waiver, no Default or Event of Default has occurred and is continuing.
Section 3.    Conditions to Effectiveness.
This Waiver shall become effective on the first date (the “Waiver Effective Date”) on which the following conditions have been satisfied:
(a)    The Administrative Agent shall have received executed counterparts of this Waiver by (i) Kraft Heinz, (ii) the Parent Borrower, (iii) the Administrative Agent and (iv) the Required Lenders.
(b)    The Administrative Agent shall have received a certificate, dated the Waiver Effective Date and signed by a duly authorized officer of Kraft Heinz, confirming the accuracy of the representations and warranties contained in Section 2 hereof.
The Administrative Agent shall notify Kraft Heinz, the Parent Borrower and the Lenders of the Waiver Effective Date and such notice shall be conclusive and binding.
Section 4.    Fees and Expenses.



 

Kraft Heinz and the Parent Borrower agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by it in connection with this Waiver, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.
Section 5.    Counterparts.
This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Waiver by facsimile transmission or other electronic communication (i.e., TIF or PDF or other similar communication) shall be effective as delivery of a manually executed counterpart of this Waiver.
Section 6.    Governing Law; Waiver of Right to Trial by Jury, Etc.
THIS WAIVER AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES. The provisions of Sections 9.03, 9.04(a), 9.04(c), 9.06, 9.11 and 9.16 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
Section 7.    Headings.
The headings of this Waiver are for purposes of reference only and shall not be deemed to limit, amplify or modify the terms of this Waiver, nor affect the meaning hereof.
Section 8.    Effect of Waiver; References to the Credit Agreement.
Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Agent, any Lender or any Issuing Bank under the Credit Agreement, Waiver No. 1, Waiver No. 2, the Holdco Guaranty Agreement or any agreement or document relating thereto, and except as expressly provided in this Waiver, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Holdco Guaranty Agreement or any such other agreement or document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. On and after the Waiver Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as waived and consented to hereby. Nothing herein shall entitle Kraft Heinz or the Parent Borrower to a consent to, or a waiver, extension, amendment, modification or other change of, any of the



 

terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Holdco Guaranty Agreement or any agreement or document relating thereto in any similar or different circumstances.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]





IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
THE KRAFT HEINZ COMPANY,

By:
/s/ Yang Xu    
Name: Yang Xu
Title: Treasurer

KRAFT HEINZ FOODS COMPANY,

By:
/s/ Ciao Xing    
Name: Ciao Xing
Title: Assistant Treasurer



[KRAFT HEINZ – WAIVER AND CONSENT NO. 3 TO CREDIT AGREEMENT]



JPMORGAN CHASE BANK N.A., as Administrative Agent and a Lender
By:    /s/TonyYung
    Name: Tony Yung
    Title: Executive Director





[KRAFT HEINZ – WAIVER AND CONSENT NO. 3 TO CREDIT AGREEMENT]



SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: Banco Santander, S.A., New York Branch


 
by
 
/s/ Rita Walz-Cuccioli
 
Name: Rita Walz-Cuccioli
 
Title: Executive Director

 
 



by
 
/s/ Terence Corcoran
 
Name: Terence Corcoran
 
Title: Executive Director








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: BANK OF AMERICA, N.A.

 
by
 
/s/ Casey Cosgrove
 
Name: J. Casey Cosgrove
 
Title: Director








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: BARCLAYS BANK PLC


Lender: BARCALYS BANK PLC
by
 
/s/ May Huang
 
Name: May Huang
 
Title: Assistant Vice President

For any Lender requiring a second signature line:



by
 
 
 
Name:
 
Title:








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: BNP Paribas

Lender: BNP PARIBAS
by
 
/s/ Michael Pearce
 
Name: Michael Pearce
 
Title: Managing Director

For any Lender requiring a second signature line:


by
 
/s/ Michael Hoffman
 
Name: Michael Hoffman
 
Title: Director







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: CITIBANK, N.A.

 
by
 
/s/ Robert Kane
 
Name: Robert Kane
 
Title: Managing Director








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: Credit Agricole Corporate and Investment Bank


Lender:
by
 
/s/ Jill Wong
 
Name: Jill Wong
 
Title: Director

For any Lender requiring a second signature line:



by
 
/s/ Gordon Yip
 
Name: Gordon Yip
 
Title: Director







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH


Lender:
by
 
/s/ Vipul Dhadda
 
Name: Vipul Dhadda
 
Title: Authorized Signatory

For any Lender requiring a second signature line:



by
 
/s/ Michael Loser
 
Name: Michael Loser
 
Title: Authorized Signatory







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: DEUTSCHE BANK AG NEW YORK BRANCH


Lender:
by
 
/s/ Ming K. Chu
 
Name: Ming K. Chu
 
Title: Director

For any Lender requiring a second signature line:



by
 
/s/ Virginia Cosenza
 
Name: Virginia Cosenza
 
Title: Vice President







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender:


Lender: GOLDMAN SACHS BANK USA
by
 
/s/ Jamie Minieri
 
Name: Jamie Minieri
 
Title: Authorized Signatory









SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY



Lender: HSBC BANK USA, N.A.
by
 
/s/ Rafael De Paoli
 
Name: Rafael De Paoli
 
Title: Managing Director








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: Intesa Sampaolo S.p.A., New York Branch

 
by
 
/s/ Jordan Schweon
 
Name: Jordan Schweon
 
Title: Global Relationship Manager



by
 
/s/ Jennifer Feldman Facciola
 
Name: Jennifer Feldman Facciola
 
Title: Vice President







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: Mizuho Bank, Ltd.


Lender: MIZUHO BANK, LTD.
by
 
/s/ Tracy Rahn
 
Name: Tracy Rahn
 
Title: Authorized Signatory








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: MORGAN STANLEY BANK N.A.


Lender: MORGAN STANLEY BANK N.A.
by
 
/s/ Christopher Tarnowsky
 
Name: Christopher Tarnowsky
 
Title: Authorized Signatory

For any Lender requiring a second signature line:



by
 
 
 
Name:
 
Title:







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: MUFG Bank, Ltd. (formerly known as the Bank of Tokyo-Mitsubishi UFJ, Ltd.)


by
 
/s/ Steve Aronowitz
 
Name: Steve Aronowitz
 
Title: Managing Director








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: Cooperatieve Rabobank U.A. New York Branch


Lender: Cooperatieve Rabobank U.A. New York Branch
by
 
/s/ Floris Rooijmans
 
Name: Floris Rooijmans
 
Title: Vice President

For any Lender requiring a second signature line:

 
by
 
/s/ Gijs Hofman
 
Name: Gijs Hofman
 
Title: Managing Director







SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: ROYAL BANK OF CANADA


Lender: ROYAL BANK OF CANADA
by
 
/s/ John Flores
 
Name: John Flores
 
Title: Authorized Signatory








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender:

Lender: STANDARD CHARTERED BANK
by
 
/s/ Guilherme Domingos
 
Name: Guilherme Domingos
 
Title: Director
   Standard Chartered Bank
 
 








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Name of Lender: Sumitomo Mitsui Banking Corporation

by
 
/s/ Richard Eisenberg
 
Name: Richard Eisenberg
 
Title: Managing Director








SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 3 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY


Wells Fargo Bank, National Association, as a Lender


by
 
/s/ Mark Holm
 
Name: Mark Holm
 
Title: Managing Director