8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

KRAFT HEINZ FOODS COMPANY

THE KRAFT HEINZ COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Pennsylvania

Delaware

 

25-0542520

46-2078182

(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

One PPG Place,

Pittsburgh, Pennsylvania 15222

(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

 

Name of Each Exchange on Which

Each Class is to be Registered

Floating Rate Senior Notes due 2025   The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

(if applicable): 333-250081

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 


INFORMATION REQUIRED IN REGISTRATION STATEMENT

Kraft Heinz Foods Company (the “Issuer”) and The Kraft Heinz Company (the “Guarantor” and, together with the Issuer, the “Registrants”) have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated May 5, 2023 (the “Prospectus Supplement”) to a Prospectus dated May 26, 2022 (the “Prospectus”), contained in the Registrants’ effective Registration Statement on Form S-3 (File. No. 333-250081), initially filed with the Commission by the Registrants on November 13, 2020, as amended by Post-Effective Amendment No. 1 to Form S-3, filed with the Commission on February 16, 2022, as subsequently amended by Post-Effective Amendment No. 2 to Form S-3, filed with the Commission on February 17, 2022 and as further amended by Post-Effective Amendment No. 3 to Form S-3, filed with the Commission on May 25, 2022 and declared effective by the Commission on May 26, 2022). The Prospectus Supplement relates to the offering of €600,000,000 aggregate principal amount of the Issuer’s Floating Rate Senior Notes due 2025 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantor.

 

Item 1.

Description of Registrant’s Securities to be Registered

The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Notes” and “United States Federal Income Tax Considerations” in the Prospectus Supplement and “Description of KHFC Debt Securities” in the Prospectus.

 

Item 2.

Exhibits

In accordance with the Instructions as to Exhibits for Form 8-A, copies of all constituent instruments defining the rights of the holders of the debt securities described in Item 1 herein are filed as exhibits hereto.

 

Exhibit
No.
   Description
4.1    Indenture, dated July  1, 2015, among Kraft Heinz Foods Company, The Kraft Heinz Company and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Guarantor’s Current Report on Form 8-K, filed on July 6, 2015).
4.2    Tenth Supplemental Indenture, dated May  10, 2023, governing the Floating Rate Senior Notes due 2025, by and among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Guarantor’s Current Report on Form 8-K, filed on May 10, 2023).
4.3    Form of Floating Rate Senior Notes due 2025 (included in Exhibit 4.2).


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized, on May 18, 2023.

 

KRAFT HEINZ FOODS COMPANY
Registrant
By:  

/s/ Andre Maciel

Name:   Andre Maciel
Title:   President

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, this registration statement has been signed by the following persons on May 18, 2023 in the capacities indicated below on behalf of Kraft Heinz Foods Company.

 

By:  

/s/ Miguel Patricio

Name:   Miguel Patricio
Title:   Manager

 

By:  

/s/ Andre Maciel

Name:   Andre Maciel
Title:   Manager

 

THE KRAFT HEINZ COMPANY
Registrant
By:  

/s/ Andre Maciel

Name:   Andre Maciel
Title:   Executive Vice President and Global Chief Financial Officer
  (Principal Financial Officer)