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Kraft Heinz Announces Early Tender Participation Results of, and Election of Early Settlement for, Its Cash Tender Offer for Up to $1.0 Billion

March 8, 2021 at 8:45 AM EST

Aggregate Purchase Price of Certain of Its Outstanding Notes

PITTSBURGH & CHICAGO--(BUSINESS WIRE)--Mar. 8, 2021-- The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) today announced the early tender participation results, as of 5:00 p.m., New York City time, on March 5, 2021 (the “Early Tender Time”), of the previously announced cash tender offer by its 100% owned operating subsidiary Kraft Heinz Foods Company (the “Issuer”) to purchase for cash (the “Tender Offer”) any validly tendered (and not subsequently validly withdrawn) notes up to the maximum combined aggregate purchase price of $1.0 billion, including principal and premium but excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 3.500% Senior Notes due June 2022 (the “June 2022 Notes”), 4.000% Senior Notes due June 2023 (the “June 2023 Notes”), 3.950% Senior Notes due July 2025 (the “July 2025 Notes”), and 3.000% Senior Notes due June 2026 (the “June 2026 Notes,” and together with the June 2022 Notes, the June 2023 Notes, and the July 2025 Notes, the “Notes,” and each, a “Series” of Notes). Kraft Heinz also announced that, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, the Issuer has elected to have an early settlement date to make payment for such Notes on March 9, 2021.

The Tender Offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated February 22, 2021 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meanings given to them in the Offer to Purchase.

Consummation of the Tender Offer and payment for the tendered Notes are subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase.

The deadline to withdraw Notes tendered in the Tender Offer was 5:00 p.m., New York City time, on March 5, 2021, which deadline has not been extended. Accordingly, previously tendered Notes may no longer be withdrawn, except where additional withdrawal rights are required by law. Subject to applicable law, the Issuer has reserved the absolute right, in its sole discretion, to at any time (i) waive any and all conditions to the Tender Offer, (ii) extend, terminate, or withdraw the Tender Offer, (iii) increase or waive the Maximum Tender Amount, with or without extending the Withdrawal Date, or (iv) otherwise amend the Tender Offer in any respect.

The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Time according to Global Bondholder Services Corporation, the tender and information agent for the Tender Offer:

CUSIP No. /
ISIN

 

Title of
Security

 

Acceptance
Priority Level

 

Aggregate
Principal
Amount
Tendered

 

Aggregate
Principal
Amount
Accepted for
Purchase

 

Aggregate
Principal
Amount
Remaining
Outstanding

 

Proration
Factor

50077LAK2 /

US50077LAK26

(144A):

423074AX1 /

US423074AX14

(Reg S):

U42314AD3 /

USU42314AD35

 

3.950% Senior Notes due July 2025

 

1

 

$811,583,000

 

$811,583,000

 

$797,122,000

 

100.0%

50077LAD8 /

US50077LAD82

(144A):

50077LAC0 /

US50077LAC00

(Reg S):

U5009LAB6 /

USU5009LAB63

 

3.000% Senior Notes due June 2026

 

2

 

$1,185,335,000

 

$87,836,000

 

$1,912,164,000

 

7.5%

As the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeded the Maximum Tender Amount, the June 2026 Notes that were accepted for purchase by the Issuer were prorated so as to accept the maximum principal amount of the June 2026 Notes that did not result in the aggregate purchase price of the Notes accepted for purchase exceeding the Maximum Tender Amount. Since the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeds the Maximum Tender Amount, the Issuer will not accept for purchase any of the June 2023 Notes or any of the June 2022 Notes, and the Issuer will not accept for purchase any Notes tendered after the Early Tender Time.

Kraft Heinz has engaged Barclays, Citigroup, Deutsche Bank Securities, Goldman Sachs & Co. LLC, HSBC, Mizuho Securities, and Morgan Stanley to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Tender Offer and has appointed Global Bondholder Services Corporation to serve as the tender agent and information agent for the Tender Offer. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone by calling +1 (866) 794-2200 (toll free) or +1 212-430-3774 (for banks and brokers). Questions regarding the terms of the Tender Offer should be directed to Barclays at +1 (800) 438-3242 (toll free) or +1 (212) 528-7581 (collect).

Neither the Issuer, nor Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation, the Trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

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. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any Holder on the basis of this press release. The terms and conditions of the Tender Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Tender Offer. The Tender Offer 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 offer or solicitation under applicable securities or blue sky laws. If any Holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, the Holder should 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. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

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 Tender Offer; the impacts of the novel coronavirus COVID-19 pandemic 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.

Michael Mullen (media)
Michael.Mullen@kraftheinz.com

Christopher Jakubik, CFA (investors)
ir@kraftheinz.com

Source: The Kraft Heinz Company

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