Item 1.01. Entry into a Material Definitive Agreement.
Sale of Notes
On May 4, 2020, Kraft Heinz Foods Company (the "Issuer"), a 100% owned operating
subsidiary of The Kraft Heinz Company (the "Guarantor"), completed its
previously announced offering of $1.35 billion aggregate principal amount of its
3.875% senior notes due 2027 (the "2027 Notes"), $1.35 billion aggregate
principal amount of its 4.250% senior notes due 2031 (the "2031 Notes") and
$800 million aggregate principal amount of its 5.500% senior notes due 2050 (the
"2050 Notes" and, together with the 2027 Notes and the 2031 Notes, the "Notes")
in a private offering (the "Offering"). The Notes were sold to qualified
institutional buyers pursuant to Rule 144A and to persons outside the United
States under Regulation S of the Securities Act.
The Notes were issued pursuant to an Indenture, dated as of July 1, 2015, among
the Issuer, the Guarantor and Deutsche Bank Trust Company Americas (as successor
to Wells Fargo Bank, National Association), as trustee (the "Trustee"), as
supplemented by the Ninth Supplemental Indenture, dated as of May 18, 2020, by
and among the Issuer, the Guarantor and the Trustee (the "Ninth Supplemental
Indenture").
The Issuer intends to use the proceeds from the Offering, after deducting the
Initial Purchasers' (as defined below) discounts and related fees and expenses,
(i) to fund the previously announced tender offer (the "Tender Offer") to
purchase, for cash, up to a maximum combined aggregate purchase price of
$2,200,000,000, excluding accrued and unpaid interest (the "Maximum Tender
Amount") of its outstanding Floating Rate Senior Notes due February 2021, 3.500%
Senior Notes due June 2022, 3.500% Senior Notes due July 2022, Floating Rate
Senior Notes due August 2022, 4.000% Senior Notes due June 2023, 3.950% Senior
Notes due July 2025 and 3.000% Senior Notes due June 2026 and to pay fees and
expenses in connection therewith and (ii) to fund the previously announced
conditional redemptions in full of the Issuer's $300 million outstanding
aggregate principal amount of 3.375% Senior Notes due June 2021 and $976 million
outstanding aggregate principal amount of 4.875% Second Lien Senior Secured
Notes due 2025 (the "Concurrent Redemptions"). In the event that the Tender
Offer is not consummated or the net proceeds from the Offering are otherwise in
excess of the amount needed to fund the Tender Offer and the Concurrent
Redemptions, the Issuer intends to use the net proceeds of this Offering for
general corporate purposes, which may include the repayment, redemption or
repurchase of outstanding indebtedness.
The 2027 Notes will mature on May 15, 2027. The 2031 Notes will mature on
March 1, 2031. The 2050 Notes will mature on June 1, 2050. Interest on the 2027
Notes will accrue at the rate of 3.875% per annum, interest on the 2031 Notes
will accrue at the rate of 4.250% per annum, and interest on the 2050 Notes will
accrue at the rate of 5.500% per annum. Interest on the 2027 Notes will be
payable semi-annually in arrears on May 15 and November 15 of each year,
beginning on November 15, 2020. Interest on the 2031 Notes will be payable
semi-annually in arrears on March 1 and September 1 of each year, beginning on
September 1, 2020. Interest on the 2050 Notes will be payable semi-annually in
arrears on June 1 and December 1 of each year, beginning on December 1, 2020.
The Notes are guaranteed on a senior basis by Kraft Heinz.
The foregoing description of the Ninth Supplemental Indenture does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Ninth Supplemental Indenture and the Form of Note, which are filed hereto as
Exhibit 4.1 and 4.2, respectively, and are incorporated by reference herein.
Registration Rights Agreement
In connection with the sale of the Notes, the Issuer and the Guarantor entered
into a Registration Rights Agreement, dated as of May 18, 2020 (the
"Registration Rights Agreement"), with J.P. Morgan Securities LLC, for itself
and on behalf of the other initial purchasers (the "Initial Purchasers") with
respect to the Notes. Under the Registration Rights Agreement, the Issuer and
the Guarantor have agreed, with respect to the Notes, to file a registration
statement with respect to an offer to exchange the Notes for a new issue of
substantially identical notes registered under the Securities Act of 1933, as
amended, to cause an exchange offer registration statement to be declared
effective and to consummate the exchange offer no later than 450 days after
May 18, 2020. The Issuer and the Guarantor may be required to provide a shelf
registration statement to cover resales of the Notes under certain
circumstances. If the Issuer and the Guarantor fail to satisfy these and other
obligations contained in the Registration Rights Agreement, additional payments
of interest will accrue on the Notes.
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The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Registration Rights Agreement, which is filed hereto as Exhibit 4.3, and is
incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with this Current Report on Form 8-K.
Exhibit
No. Description
4.1 Ninth Supplemental Indenture, dated as of May 18, 2020, governing
the 3.875% senior notes due 2027, the 4.250% senior notes due 2031
and the 5.500% senior notes due 2050, by and among Kraft Heinz
Foods Company, as issuer, The Kraft Heinz Company, as guarantor,
and Deutsche Bank Trust Company Americas, as trustee.
4.2 Form of Note (included as Exhibit A to Exhibit 4.1 filed
herewith).
4.3 Registration Rights Agreement, dated as of May 18, 2020, by and
among Kraft Heinz Foods Company, a Pennsylvania limited liability
company, The Kraft Heinz Company, a Delaware corporation, as
guarantor, and J.P. Morgan Securities LLC, as representative of the
Initial Purchasers.
104 The cover page from The Kraft Heinz Company's Current Report on
Form 8-K dated May 18, 2020, formatted in iXBRL.
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