Filed Pursuant to Rule 433
Registration No. 333-213290
June 4, 2018
KRAFT HEINZ FOODS COMPANY
Pricing Term Sheet
$300,000,000 3.375% Senior Notes due 2021
Guaranteed by The Kraft Heinz Company
| Issuer: | Kraft Heinz Foods Company | |
| Ratings*: | Baa3 / BBB (Moody’s / S&P) | |
| Distribution: | SEC Registered | |
| Principal Amount: | $300,000,000 | |
| Trade Date: | June 4, 2018 | |
| Settlement Date: | June 15, 2018; T+9** | |
| Maturity Date: | June 15, 2021 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15 of each year, beginning on December 15, 2018 | |
| Coupon: | 3.375% | |
| Price to Public: | 99.924% of principal amount | |
| Benchmark Treasury: | UST 2.625% due May 15, 2021 | |
| Benchmark Treasury Price and Yield: | 99-29+; 2.652% | |
| Spread to Benchmark Treasury: | 75 basis points | |
| Yield to Maturity: | 3.402% | |
| CUSIP: | 50077LAR7 | |
| ISIN: | US50077LAR78 | |
| Optional Redemption: | Make-whole redemption at a discount rate of Treasury plus 15 basis points | |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. SMBC Nikko Securities America, Inc. | |
| Co-Managers: | Rabo Securities USA, Inc. Standard Chartered Bank | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Note: We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust Company on or about June 15, 2018, which will be the ninth business day following the date of pricing of the Notes (this settlement cycle is being referred to as “T+9”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next six succeeding business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors. |
*****
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling 1-888-603-5847, J.P. Morgan Securities LLC by calling collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another e-mail system.
KRAFT HEINZ FOODS COMPANY
Pricing Term Sheet
$1,600,000,000 4.000% Senior Notes due 2023
Guaranteed by The Kraft Heinz Company
| Issuer: | Kraft Heinz Foods Company | |
| Ratings*: | Baa3 / BBB (Moody’s / S&P) | |
| Distribution: | SEC Registered | |
| Principal Amount: | $1,600,000,000 | |
| Trade Date: | June 4, 2018 | |
| Settlement Date: | June 15, 2018; T+9** | |
| Maturity Date: | June 15, 2023 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15 of each year, beginning on December 15, 2018 | |
| Coupon: | 4.000% | |
| Price to Public: | 99.803% of principal amount | |
| Benchmark Treasury: | UST 2.750% due May 31, 2023 | |
| Benchmark Treasury Price and Yield: | 99–25+; 2.794% | |
| Spread to Benchmark Treasury: | 125 basis points | |
| Yield to Maturity: | 4.044% | |
| CUSIP: | 50077L AS5 | |
| ISIN: | US50077LAS51 | |
| Optional Redemption: | At any time prior to May 15, 2023: make-whole redemption at a discount rate of Treasury plus 20 basis points
On or after May 15, 2023 (1 month prior to maturity): redemption at par | |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. SMBC Nikko Securities America, Inc. | |
| Co-Managers: | Rabo Securities USA, Inc. Standard Chartered Bank | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Note: We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust Company on or about June 15, 2018, which will be the ninth business day following the date of pricing of the Notes (this settlement cycle is being referred to as “T+9”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next six succeeding business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors. |
*****
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling 1-888-603-5847, J.P. Morgan Securities LLC by calling collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another e-mail system.
KRAFT HEINZ FOODS COMPANY
Pricing Term Sheet
$1,100,000,000 4.625% Senior Notes due 2029
Guaranteed by The Kraft Heinz Company
| Issuer: | Kraft Heinz Foods Company | |
| Ratings*: | Baa3 / BBB (Moody’s / S&P) | |
| Distribution: | SEC Registered | |
| Principal Amount: | $1,100,000,000 | |
| Trade Date: | June 4, 2018 | |
| Settlement Date: | June 15, 2018; T+9** | |
| Maturity Date: | January 30, 2029 | |
| Interest Payment Dates: | Semi-annually on January 30 and July 30 of each year, beginning on January 30, 2019 | |
| Coupon: | 4.625% | |
| Price to Public: | 99.411% of principal amount | |
| Benchmark Treasury: | UST 2.875% due May 15, 2028 | |
| Benchmark Treasury Price and Yield: | 99-123/4; 2.945% | |
| Spread to Benchmark Treasury: | 175 basis points | |
| Yield to Maturity: | 4.695% | |
| CUSIP: | 50077L AT3 | |
| ISIN: | US50077LAT35 | |
| Optional Redemption: | At any time prior to October 30, 2028: make-whole redemption at a discount rate of Treasury plus 30 basis points
On or after October 30, 2028 (3 months prior to maturity): redemption at par | |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | Barclays Capital Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. SMBC Nikko Securities America, Inc. | |
| Co-Managers: | Rabo Securities USA, Inc. Standard Chartered Bank | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Note: We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust Company on or about June 15, 2018, which will be the ninth business day following the date of pricing of the Notes (this settlement cycle is being referred to as “T+9”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next six succeeding business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors. |
*****
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling 1-888-603-5847, J.P. Morgan Securities LLC by calling collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another e-mail system.