Kraft Heinz Announces Pricing Terms and the Accepted Tender Amounts for Its Cash Tender Offer for Up to $2.0 Billion Aggregate Purchase Price of Certain of Its Outstanding Notes
The Tender Offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated
As the maximum combined aggregate purchase price, including principal and premium but excluding accrued and unpaid interest, of the Notes validly tendered and not validly withdrawn at or prior to
The Issuer will pay Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time the applicable Total Consideration, inclusive of the applicable Early Tender Premium, as set forth in the table below. The Total Consideration was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread for the Notes specified below plus the yield based on the bid-side price of the
CUSIP No. / ISIN |
Title of Security |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference Treasury Security |
Bloomberg Reference Page |
Fixed Spread (bps) |
Early Tender Premium(1)(2) |
Total Consideration(1) |
Principal Amount Tendered |
Principal Amount Accepted |
50076QAZ9 / US50076QAZ90 (144A): 50076QAF3 / US50076QAF37 (Reg S): U5009CAC4 / USU5009CAC48 |
3.500% Senior Notes due |
|
1 |
0.375% |
FIT1 |
-35 |
|
|
|
|
50077LAT3 / US50077LAT35 |
4.625% Senior Notes due |
|
2 |
1.375% |
FIT1 |
+65 |
|
|
|
|
50077LBF2 / US50077LBF22 |
4.250% Senior Notes due |
|
3 |
1.375% |
FIT1 |
+90 |
|
|
|
|
42307TAG3 / US42307TAG31 |
6.750% Senior Notes due |
|
4 |
1.375% |
FIT1 |
+95 |
|
|
|
|
50077LAL0 / US50077LAL09 |
5.000% Senior Notes due |
|
5 |
1.375% |
FIT1 |
+110 |
|
|
|
|
(1) |
The Total Consideration for each Series validly tendered prior to or at the applicable Early Tender Time and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Premium. |
|
(2) |
Per |
Settlement for Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase, will occur on
The Tender Offer will expire at
None of the Issuer,
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.
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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,” “maintain,” “manage,” 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 complete the Tender Offer; 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 its ability to comply with covenants under its 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
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Alex.Abraham@kraftheinz.com
ir@kraftheinz.com
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