Kraft Heinz Announces Expiration and Expiration Time Results of Cash Tender Offer for Any and All of Certain of its Outstanding Notes
The Offers were made on the terms and subject to the conditions set forth in the offer to purchase dated
The table below sets forth certain information about the Offers, including the aggregate principal amount of Notes validly tendered and accepted in the Offers, and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Time pursuant to the Offer Documents.
Title of
|
CUSIP |
ISIN |
Acceptance
|
Principal Amount
|
Purchase
|
Principal Amount
|
Principal
|
Principal
|
||||||||
5.000%
|
50076QAE6 / 144A: 50076QAC0 / Reg S: U5009CAB6 |
|
US50076QAE61 / 144A: US50076QAC06 / Reg S: USU5009CAB64 |
1 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
5.000%
|
50077LAL0 |
|
US50077LAL09 |
2 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
4.625%
|
50077LAT3 |
|
US50077LAT35 |
3 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
4.625%
|
50077LAX4 / 144A: 50077LAW6/ Reg S: U5009LAY6 |
|
US50077LAX47 / 144A: US50077LAW63 / Reg S: USU5009LAY66 |
4 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
3.750%
|
50077LAV8 / 144A: 50077LAU0 / U5009LAX8 |
|
US50077LAV80 / 144A: US50077LAU08 / Reg S: USU5009LAX83 |
5 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
6.500%
|
50076QAN6 / 50076QAM8 / 144A: 50076QAL0 / Reg S: U5009CAE0 |
|
US50076QAN60 / US50076QAM87 / 144A: US50076QAL05 / Reg S: USU5009CAE04 |
6 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
6.375%
|
423074AF0 |
|
US423074AF08 |
7 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
6.750%
|
42307TAG3 |
|
US42307TAG31 |
8 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
6.875%
|
50076QAR7 / 50076QAP1 / U5009CAF7 / 50076QAQ9 |
|
US50076QAR74 / US50076QAP19 / USU5009CAF78 / US50076QAQ91 |
9 |
|
|
|
|
|
|||||||
|
|
|
||||||||||||||
7.125%
|
42307TAH1 |
|
US42307TAH14 |
10 |
|
|
|
|
|
___________________ | ||
(1) |
Each Series of Notes is guaranteed by |
|
(2) |
Per |
|
(3) |
The amounts exclude the principal amounts of Notes for which holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase). Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to |
Overall,
Settlement for Notes validly tendered at or prior to the Expiration Time is expected to occur on
In addition to the Purchase Price, all Notes validly tendered and accepted for purchase pursuant to the Offers, will, on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, also receive Accrued Interest in respect of such Notes. For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers and holders of the Notes whose Notes are tendered pursuant to the Guaranteed Delivery Procedures described in the Offer Documents and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Settlement Date.
The Issuer’s obligation to accept Notes tendered in each Offer was subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Maximum Consideration Condition (as defined in the Offer to Purchase).
The Maximum Consideration Condition has been satisfied with respect to all Offers. Accordingly, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase.
All other conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Expiration Time have been satisfied.
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. The terms and conditions of the Offers are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. If any holder of Notes is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, it is recommended to 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.
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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 Offers; the impacts of COVID-19 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 (“
View source version on businesswire.com: https://www.businesswire.com/news/home/20210611005506/en/
Michael.Mullen@kraftheinz.com
ir@kraftheinz.com
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