Kraft Heinz Commences Cash Tender Offer for Up To $1.2 Billion Aggregate Purchase Price of Certain of its Outstanding Notes
Consummation of the Tender Offer and payment for the tendered Notes is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion by the Issuer of a private offering of the Issuer’s debt securities (the “Offering”) that commenced concurrently with the Tender Offer, with net proceeds in an amount equal to at least
The Issuer intends to use excess proceeds from the Offering not used to purchase Notes in the Tender Offer to fund the redemption in full of the Issuer’s
The Tender Offer will expire at
Certain information regarding the Notes and the Tender Offer is set forth in the table below.
CUSIP No. / ISIN |
Title of Security |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Tender Offer Consideration(1) |
Early Tender Premium(2) |
Total Consideration(3) |
||||||
50077LAP1 / US50077LAP13 |
Floating Rate Senior Notes due February 2021 |
|
1 |
|
|
|
||||||
50076QAZ9 / US50076QAZ90 (144A): 50076QAF3 / US50076QAF37 (Reg S): U5009CAC4 / USU5009CAC48
|
3.500% Senior Notes due June 2022 |
|
2 |
|
|
|
||||||
50077LAJ5 / US50077LAJ52 (144A): 423074BA0 / US423074BA02 (Reg S): U42314AF8 / USU42314AF82
|
3.500% Senior Notes due July 2022 |
|
3 |
|
|
|
||||||
50077LAQ9 / US50077LAQ95 |
Floating Rate Senior Notes due August 2022 |
|
4 |
|
|
|
||||||
50077LAS5 / US50077LAS51
|
4.000% Senior Notes due June 2023 |
|
5 |
|
|
|
(1) |
Per |
|
(2) |
Per |
|
(3) |
Total Consideration includes the Early Tender Premium. |
Holders who validly tender and do not validly withdraw their Notes at or prior to
For Notes tendered at or prior to the Early Tender Time and not subsequently validly withdrawn and accepted for purchase, the Issuer has the option for settlement to occur on the Early Settlement Date, which is expected to be
In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Notes accepted for purchase pursuant to the Tender Offer, will, on the Early Settlement Date or the Final Settlement Date, as applicable, also receive accrued and unpaid interest in respect of such Notes from the last interest payment date to, but not including, the applicable settlement date.
Subject to the Maximum Tender Amount, the application of the Acceptance Priority Levels and the other terms and conditions described in the Offer to Purchase, the Issuer intends to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time. However, if the Tender Offer is fully subscribed as of the Early Tender Time, Holders who validly tender their Notes after the Early Tender Time will not have any of their Notes accepted for purchase. Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to the other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than the Notes tendered at or prior to the Early Tender Time. As a result, each Holder who validly tenders Notes pursuant to the Tender Offer may have a portion of its Notes returned to it, and the amount of Notes returned will depend on the level of participation of Holders in the Tender Offer. The Tender Offer may be subject to proration if the aggregate principal amount of Notes that is validly tendered is greater than the Maximum Tender Amount.
Neither 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 which 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, 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. 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 “commit,” “plan,” “believe,” “anticipate,” “reflect,” “invest,” “make,” “expect,” “deliver,” “develop,” “drive,” “assess,” “evaluate,” “establish,” “focus,” “build,” “turn,” “expand,” “leverage,” “grow,” “remain,” “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 the Issuer’s plans, costs and cost savings, legal matters, taxes, expectations, investments, innovations, opportunities, capabilities, execution, initiatives, pipeline, and growth. These forward-looking statements 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 the Issuer’s control.
Important factors that may affect the Issuer’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 Offering, the Tender Offer and the Concurrent Redemption; the impact of the COVID-19 outbreak; operating in a highly competitive industry; the Issuer’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 the Issuer’s relationships with significant customers, suppliers, and other business relationships; the Issuer’s ability to maintain, extend, and expand its reputation and brand image; the Issuer’s ability to leverage its brand value to compete against private label products; the Issuer’s ability to drive revenue growth in its key product categories, increase its market share, or add products that are in faster-growing and more profitable categories; product recalls or product liability claims; unanticipated business disruptions; the Issuer’s ability to identify, complete or realize the benefits from strategic acquisitions, alliances, divestitures, joint ventures or other investments; the Issuer’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; the Issuer’s ability to successfully execute its strategic initiatives; the impacts of the Issuer’s international operations; economic and political conditions in
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Michael.Mullen@kraftheinz.com
ir@kraftheinz.com
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