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Kraft Heinz Announces Expiration and Expiration Time Results of Cash Tender Offer for Any and All of Certain of its Outstanding Notes

June 11, 2021 at 9:00 PM EDT

PITTSBURGH & CHICAGO--(BUSINESS WIRE)--Jun. 11, 2021-- The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today that the previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) commenced by its 100% owned subsidiary Kraft Heinz Foods Company (the “Issuer”) to purchase up to a maximum combined aggregate purchase price of $2.8 billion, including principal and premium but excluding Accrued Interest (as defined below) of its outstanding notes listed in the table below (the “Notes,” and each, a “Series” of Notes) expired at 5:00 p.m., New York City time, on June 11, 2021 (the “Expiration Time”).

The Offers were made on the terms and subject to the conditions set forth in the offer to purchase dated June 7, 2021 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “ Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

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
Security
(1)

CUSIP

ISIN

Acceptance
Priority Level

Principal Amount
Outstanding

Purchase
Price(2)

Principal Amount
Tendered(3)

Principal
Amount
Accepted

Principal
Amount
Reflected in
Notices of
Guaranteed
Delivery

5.000%
Senior Notes
due June 2042

50076QAE6 / 144A: 50076QAC0 / Reg S: U5009CAB6

 

US50076QAE61 / 144A: US50076QAC06 / Reg S: USU5009CAB64

1

$1,993,000,000

$1,187.50

$333,901,000

$333,901,000

$325,000

 

 

 

5.000%
Senior Notes
due July 2035

50077LAL0

 

US50077LAL09

2

$992,000,000

$1,201.25

$186,365,000

$186,365,000

$221,000

 

 

 

4.625%
Senior Notes
due January 2029

50077LAT3

 

US50077LAT35

3

$1,095,800,000

$1,147.50

$344,063,000

$344,063,000

$5,806,000

 

 

 

4.625%
Senior Notes
due October 2039

50077LAX4 / 144A: 50077LAW6/ Reg S: U5009LAY6

 

US50077LAX47 / 144A: US50077LAW63 /

Reg S: USU5009LAY66

4

$500,000,000

$1,137.50

$100,944,000

$100,944,000

$52,000

 

 

 

3.750%
Senior Notes
due April 2030

50077LAV8 / 144A: 50077LAU0 / U5009LAX8

 

US50077LAV80 / 144A: US50077LAU08 / Reg S: USU5009LAX83

5

$997,500,000

$1,087.50

$254,113,000

$254,113,000

$4,495,000

 

 

 

6.500%
Senior Notes
due February 2040

50076QAN6 / 50076QAM8 / 144A: 50076QAL0 / Reg S: U5009CAE0

 

US50076QAN60 / US50076QAM87 / 144A: US50076QAL05 /

Reg S: USU5009CAE04

6

$772,783,000

$1,362.50

$39,241,000

$39,241,000

$720,000

 

 

 

6.375%
Senior Debentures
due July 2028

423074AF0

 

US423074AF08

7

$235,325,000

$1,250.00

$17,505,000

$17,505,000

$495,000

 

 

 

6.750%
Senior Debentures
due March 2032

42307TAG3

 

US42307TAG31

8

$436,577,000

$1,351.25

$65,627,000

$65,627,000

$350,000

 

 

 

6.875%
Senior Notes
due January 2039

50076QAR7 / 50076QAP1 / U5009CAF7 / 50076QAQ9

 

US50076QAR74 / US50076QAP19 / USU5009CAF78 / US50076QAQ91

9

$868,230,000

$1,392.50

$29,150,000

$29,150,000

$0

 

 

 

7.125%
Senior Notes
due August 2039

42307TAH1

 

US42307TAH14

10

$927,000,000

$1,430.00

$51,160,468

$51,160,468

$74,000

___________________

(1)

Each Series of Notes is guaranteed by Kraft Heinz.

(2)

Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Offers (exclusive of any accrued and unpaid interest, which will be paid in addition to the Purchase Price, from, and including, the last interest payment date for the relevant Series of Notes up to, but excluding, the Settlement Date (as defined below) (“Accrued Interest”)).

(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 5:00 p.m., New York City time, on June 15, 2021.

Overall, $1,422,069,468 principal amount of Notes have been tendered and accepted for purchase for an aggregate purchase price of $1,701,819,036.15, inclusive of applicable premium and Accrued Interest.

Settlement for Notes validly tendered at or prior to the Expiration Time is expected to occur on June 14, 2021, the first business day following the Expiration Time (the “Settlement Date”). Settlement for Notes delivered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) and accepted for purchase pursuant to the Offers is expected to occur on June 16, 2021, the third business day following the Expiration Time (the “Guaranteed Delivery Settlement Date”).

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.

Kraft Heinz engaged BofA Securities, J.P. Morgan and Wells Fargo Securities to act as lead dealer managers (collectively, the “Lead Dealer Managers”) and BNP PARIBAS, Credit Agricole CIB, Credit Suisse, Deutsche Bank Securities, MUFG and SMBC Nikko to act as co-dealer managers (collectively, the “Co-Dealer Managers” and, together with the Lead Dealer Managers, the “Dealer Managers”) in connection with the Offers and appointed Global Bondholder Services Corporation to serve as the tender agent and information agent for the Offers. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone +1 (866) 470-3800 - (toll free) or +1 (212)-430-3774 (for banks and brokers). Questions regarding the terms of the Offers should be directed to BofA Securities at +1 (980) 388-3646 or debt_advisory@bofa.com, J.P. Morgan at +1 (866) 834-4666 (toll free) or +1 (212) 834-4087 (collect) or Wells Fargo Securities at +1 (866) 309-6316 (toll free) or +1 (704) 410-4759 (collect).

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.

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 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 (“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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