UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2019
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
Commission File Number: 001-37482
| Delaware | 46-2078182 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One PPG Place, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 456-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Waiver and Consent No. 1 to Credit Agreement
On March 22, 2019, The Kraft Heinz Company (the “Company”), Kraft Heinz Foods Company (the “Parent Borrower”), certain lenders party thereto (the “Required Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), entered into a Waiver and Consent No. 1 (the “Waiver”) with respect to that certain Credit Agreement, dated as of July 6, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement provides for a senior unsecured revolving credit facility, which matures on July 6, 2023. As of both December 29, 2018 and March 22, 2019, there were no outstanding borrowings under the revolving credit facility.
Pursuant to the Waiver, the Required Lenders and the Agent granted a one-time temporary waiver of compliance by the Company and the Parent Borrower with respect to the requirement to furnish the lenders a copy of the consolidated financial statements for the Company’s fiscal year ended December 29, 2018 as set forth in the Credit Agreement. Pursuant to the Waiver, the Company is required to provide the consolidated financial statements to the lenders no later than May 14, 2019.
The Waiver includes customary representations and does not limit, impair or constitute a waiver of the rights and remedies of the lenders or the Agent, and except as expressly provided in the Waiver, does not amend or affect the terms of the Credit Agreement.
The foregoing description of the Waiver is only a summary of the material terms and does not purport to be complete, and is qualified in its entirety by reference to the Waiver, which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibit is filed with this Current Report on Form 8-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Kraft Heinz Company | ||||||
| Date: March 22, 2019 | By: | /s/ Rashida La Lande | ||||
| Rashida La Lande | ||||||
| Senior Vice President, Global General Counsel and Head of CSR and Corporate Affairs; Corporate Secretary | ||||||
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Exhibit 10.1
EXECUTION VERSION
WAIVER AND CONSENT NO. 1 dated as of March 22, 2019 (this “Waiver”), among THE KRAFT HEINZ COMPANY, a Delaware corporation (“Kraft Heinz”), KRAFT HEINZ FOODS COMPANY, a Pennsylvania limited liability company (the “Parent Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”).
Reference is made to the Credit Agreement dated as of July 6, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Kraft Heinz, the Parent Borrower, the Lenders party thereto, the Administrative Agent and J.P. Morgan Europe Limited, as London agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Kraft Heinz and the Parent Borrower have requested, and the Administrative Agent and the Lenders party hereto (which constitute the Required Lenders) agree, in accordance with Section 9.01 of the Credit Agreement, to grant a one-time temporary waiver of compliance with Section 5.01(c)(ii) with respect to the consolidated financial statements of Kraft Heinz and its Subsidiaries for the fiscal year ended December 29, 2018.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Waiver and Consent. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof:
(a) The Lenders party hereto hereby grant a one-time temporary waiver, until May 14, 2019 (the “Extension Deadline”), of compliance by Kraft Heinz and the Parent Borrower with the requirement to furnish to the Lenders a copy of the consolidated financial statements of Kraft Heinz and its Subsidiaries for the fiscal year ended December 29, 2018, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the date of this Agreement, are one of the “big four” accounting firms) (the “2018 Annual Financial Statements”) as required by Section 5.01(c)(ii) of the Credit Agreement, it being understood and agreed that Section 5.01(c)(ii) of the Credit Agreement shall be deemed to require Kraft Heinz and the Parent Borrower to furnish to the Lenders the 2018 Annual Financial Statements on or prior to the Extension Deadline.
(b) During the period from and after the Waiver Effective Date (as defined below) to and including the Extension Deadline, the condition precedent to each Pro Rata Borrowing set forth in Section 3.03(b) of the Credit Agreement shall be deemed to be satisfied if such condition precedent would otherwise be satisfied but for the failure of Kraft Heinz and the Parent Borrower to furnish the Annual Financial Statements to the Lenders within the period set forth in Section 5.01(c)(ii) of the Credit Agreement.
Section 2. Representations and Warranties. Kraft Heinz and the Parent Borrower represents and warrants that as of the date hereof and the Waiver Effective Date:
(a) After giving effect to this Waiver, the representations and warranties of Kraft Heinz and the Parent Borrower contained in Article IV of the Credit Agreement and in the Holdco Guaranty Agreement are true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects.
(b) After giving effect to this Waiver, no Default or Event of Default has occurred and is continuing.
Section 3. Conditions to Effectiveness.
This Waiver shall become effective on the first date (the “Waiver Effective Date”) on which the following conditions have been satisfied:
(a) The Administrative Agent shall have received executed counterparts of this Waiver by (i) Kraft Heinz, (ii) the Parent Borrower, (iii) the Administrative Agent and (iv) the Required Lenders.
(b) The Administrative Agent shall have received a certificate, dated the Waiver Effective Date and signed by a duly authorized officer of Kraft Heinz, confirming the accuracy of the representations and warranties contained in Section 2 hereof.
The Administrative Agent shall notify Kraft Heinz, the Parent Borrower and the Lenders of the Waiver Effective Date and such notice shall be conclusive and binding.
Section 4. Fees and Expenses.
Kraft Heinz and the Parent Borrower agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by it in connection with this Waiver, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.
Section 5. Counterparts.
This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Waiver by facsimile transmission or other electronic communication (i.e., TIF or PDF or other similar communication) shall be effective as delivery of a manually executed counterpart of this Waiver.
Section 6. Governing Law; Waiver of Right to Trial by Jury, Etc.
THIS WAIVER AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES. The provisions of Sections 9.03, 9.04(a), 9.04(c), 9.06, 9.11 and 9.16 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
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Section 7. Headings.
The headings of this Waiver are for purposes of reference only and shall not be deemed to limit, amplify or modify the terms of this Waiver, nor affect the meaning hereof.
Section 8. Effect of Waiver; References to the Credit Agreement.
Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Agent, any Lender or any Issuing Bank under the Credit Agreement, the Holdco Guaranty Agreement or any agreement or document relating thereto, and except as expressly provided in this Waiver, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Holdco Guaranty Agreement or any such other agreement or document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. On and after the Waiver Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as waived and consented to hereby. Nothing herein shall entitle Kraft Heinz or the Parent Borrower to a consent to, or a waiver, extension, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Holdco Guaranty Agreement or any agreement or document relating thereto in any similar or different circumstances.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the date first above written.
| THE KRAFT HEINZ COMPANY, | ||||
| By: | /s/ Yang Xu | |||
| Name: | Yang Xu | |||
| Title: | Treasurer | |||
| KRAFT HEINZ FOODS COMPANY, | ||||
| By: | /s/ Ciao Xing | |||
| Name: | Ciao Xing | |||
| Title: | Assistant Treasurer | |||
[KRAFT HEINZ – WAIVER AND CONSENT NO. 1 TO CREDIT AGREEMENT]
| JPMORGAN CHASE BANK N.A., as Administrative Agent and a Lender | ||
| By: | /s/ Tony Yung | |
| Name: | Tony Yung | |
| Title: | Executive Director | |
[KRAFT HEINZ – WAIVER AND CONSENT NO. 1 TO CREDIT AGREEMENT]
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
Name of Lender: Banco Santander, S.A., New York Branch
| by | /s/ Rita Walz-Cuccioli | |||
| Name: | Rita Walz-Cuccioli | |||
| Title: | Executive Director Bank Santander, S.A. New York Branch | |||
For any Lender requiring a second signature line:
| by | /s/ Terence Corcoran | |||
| Name: | Terence Corcoran | |||
| Title: | Executive Director Banco Santander, S.A, New York Branch | |||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
Name of Lender: Bank of America, N.A.
| By: | /s/ J. Casey Cosgrove | |||
| Name: | J. Casey Cosgrove | |||
| Title: | Director | |||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: | ||||||
| Lender: BARCLAYS BANK PLC | ||||||
| by | /s/ Jake Lan | |||||
| Name: Jake Lan | ||||||
| Title: Assistant Vice President | ||||||
| For any Lender requiring a second signature line: | ||||||
| by |
| |||||
| Name: | ||||||
| Title: | ||||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: BNP Paribas | ||||||
| Lender: | ||||||
| by | /s/ Mike Shryock | |||||
| Name: | Mike Shryock | |||||
| Title: | Managing Director | |||||
| by | /s/ Todd Grossnickle | |||||
| Name: | Todd Grossnickle | |||||
| Title: | Director | |||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: CITIBANK, N.A. | ||||||
| by | /s/ Piotr Marciszewski | |||||
| Name: | Pitor Marciszewski | |||||
| Title: | Vice President | |||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: Credit Agricole Corporate and Investment Bank | ||||
| Lender: | ||||
| by | /s/ Jill Wong | |||
| Name: | Jill Wong | |||
| Title: | Director | |||
| by | /s/ Gordon Yip | |||
| Name: | Gordon Yip | |||
| Title: | Director | |||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH | ||||
| by | /s/ Vipul Dhadda | |||
| Name: | Vipul Dhadda | |||
| Title: | Authorized Signatory | |||
| For any Lender requiring a second signature line: | ||||
| by | /s/ Marc Zihlmann | |||
| Name: | Marc Zihlmann | |||
| Title: | Authorized Signatory | |||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: DEUTSCHE BANK AG NEW YORK BRANCH | ||||
| Lender: | ||||
| by | /s/ Ming K. Chu | |||
| Name: Ming K. Chu | ||||
| Title: Director | ||||
| For any Lender requiring a second signature line: | ||||
| by | /s/ Virginia Cosenza | |||
| Name: Virginia Cosenza | ||||
| Title: Vice President | ||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: GOLDMAN SACHS BANK USA | ||
| Lender: GOLDMAN SACHS BANK USA | ||
| by | /s/ Jamie Minieri | |
| Name: Jamie Minieri | ||
| Title: Authorized Signatory | ||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Lender: HSBC BANK USA, N.A. | ||
| by | /s/ Rafael De Paoli | |
| Name: Rafael De Paoli | ||
| Title: Managing Director | ||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: Intesa Sanpaolo S.p.A., New York Branch | ||
| Lender: | ||
| by | /s/ Jennifer Feldman Facciola | |
| Name: Jennifer Feldman Facciola | ||
| Title: Vice President | ||
| by | /s/ Francesco Di Mario | |
| Name: Francesco Di Mario | ||
| Title: FVP & Head of Credit | ||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: MIZUHO BANK, LTD. | ||
| Lender: | ||
| by | /s/ Tracy Rahn | |
| Name: Tracy Rahn | ||
| Title: Authorized Signatory | ||
| For any Lender requiring a second signature line: | ||
| by |
| |
| Name: | ||
| Title: | ||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: MORGAN STANLEY BANK N.A. | ||||
| Lender: MORGAN STANLEY BANK N.A. | ||||
| By | /s/ Christopher Tarnowsky | |||
| Name: Christopher Tarnowsky | ||||
| Title: Authorized Signatory | ||||
| For any Lender requiring a second signature line: | ||||
| by |
| |||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.) | ||||
| by | /s/ Reema Sharma | |||
|
Name: Reema Sharma | ||||
| Title: Director | ||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: | ||||
| cooperatieve Rabobank U.A. New York Branch | ||||
| Lender: | ||||
| by | /s/ Justin Dupont-Nivet | |||
| Name: Justin Dupont-Nivet | ||||
| Title: Executive Director | ||||
| For any Lender requiring a second signature line: | ||||
| by | /s/ Floris Rooijmans | |||
| Name: Floris Rooijmans | ||||
| Title: Vice President | ||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Lender: ROYAL BANK OF CANADA | ||
| by | /s/ John Flores | |
| Name: John Flores | ||
| Title: Authorized Signatory | ||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: | ||||
| Standard Chartered Bank | ||||
| by | /s/ Guilherme Domingos | |||
| Name: Guilherme Domingos - A3553 | ||||
| Title: Director | ||||
| Standard Chartered Bank | ||||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| Name of Lender: Sumitomo Mitsui Banking Corporation | ||
| By | /s/ James D. Weinstein | |
| Name: James D. Weinstein | ||
| Title: Managing Director | ||
SIGNATURE PAGE TO
WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF
THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY
| WELLS FARGO BANK, NATIONAL | ||
| ASSOCIATION | ||
| By | /s/ Mark Holm | |
| Name: Mark Holm | ||
| Title: Managing Director | ||