Item 7.01. Regulation FD Disclosure.
On May 4, 2020, Kraft Heinz Foods Company (the "Issuer"), a 100% owned
subsidiary of The Kraft Heinz Company ("Kraft Heinz") commenced a tender offer
(the "Tender Offer") to purchase, for cash, up to a maximum combined aggregate
purchase price of $1.2 billion (the "Maximum Tender Amount"), excluding accrued
and unpaid interest, 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, and 4.000% Senior Notes due June
2023 (collectively, the "Original Tender Notes"), as described in the Company's
Offer to Purchase, dated May 4, 2020 (the "Offer to Purchase"). The Issuer also
issued a supplement (the "Supplement") to the Offer to Purchase to (i) provide
for the purchase of its outstanding 3.950% Senior Notes due July 2025, and
3.000% Senior Notes due June 2026 (together with the Original Tender Notes, the
"Tender Notes") and (ii) amend the previously announced Maximum Tender Amount to
increase the combined aggregate purchase price to $2.2 billion. The Tender Offer
is conditioned upon the Issuer's completion of the Offering (as defined below)
that results in net proceeds of at least $2,500,000,000.
The purchase of the Tender Notes in the Tender Offer is conditioned upon, among
other things, the Issuer's completion of the Offering (as defined below) on
terms and conditions satisfactory to Kraft Heinz. Except for the changes
described in the Supplement, all other terms of the Tender Offer remain the same
and the Supplement should be read in conjunction with the Offer to Purchase. A
copy of the press release relating to the commencement of the Tender Offer is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein in its entirety, and a copy of the press release relating to the increase
of the Maximum Tender Amount is furnished as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated herein in its entirety.
The Issuer issued a notice of conditional redemption providing for the
redemption in full of the Issuer's $300 million outstanding aggregate principal
amount of 3.375% Senior Notes due June 2021 on or about June 3, 2020 (the "2021
Notes Concurrent Redemption"). In addition to the 2021 Notes Concurrent
Redemption, the Issuer also intends to issue a notice of conditional redemption
providing for the redemption in full of the Issuer's $976 million outstanding
aggregate principal amount of 4.875% Second Lien Senior Secured Notes due 2025
on or about June 4, 2020 (together with the 2021 Notes Concurrent Redemption,
the "Concurrent Redemptions").
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and
Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of,
or otherwise regarded as filed under, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor shall it be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended or in the Exchange
Act, except as shall be expressly set forth by specific reference in such
Item 8.01. Other Events.
Sale of Notes
On May 4, 2020, the Issuer and Kraft Heinz as a Guarantor entered into a
purchase agreement, dated May 4, 2020, with the initial purchasers named therein
(the "Initial Purchasers"), in connection with the sale by the Issuer of
$1.35 billion aggregate principal amount of its 3.875% notes due 2027,
$1.35 billion aggregate principal amount of its 4.250% notes due 2031 and
$800 million aggregate principal amount of its 5.500% notes due 2050
(collectively, the "Notes") in a private offering (the "Offering"). The Offering
is expected to be completed on or about May 18, 2020, subject to customary
closing conditions. The Notes will be guaranteed by Kraft Heinz. The Issuer and
Kraft Heinz expect to enter into a registration rights agreement with respect to
the Notes on the expected closing date of the Offering.
Kraft Heinz intends to use the proceeds from the Offering, after deducting the
Initial Purchaser discounts and related fees and expenses, (i) to fund the
Tender Offer and to pay fees and expenses in connection therewith and (ii) to
fund 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, Kraft
Heinz intends to use the proceeds from the Offering for general corporate
purposes, which may include the repayment, redemption or repurchase of
The Notes are being offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act") or, outside the United States, to persons
other than "U.S. persons" in compliance with Regulation S under the Securities
Act. This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy the Notes. Any offers of the Notes will be made
only by means of a private offering memorandum. The Notes have not been
registered under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States without
registration or an applicable exemption from registration requirements.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed with this Current Report on Form 8-K.
99.1 The Kraft Heinz Company Press Release, dated May 4, 2020. (Launch
of Tender Offer)
99.2 The Kraft Heinz Company Press Release, dated May 4, 2020. (Upsize
of Tender Offer)
104 The cover page from The Kraft Heinz Company's Current Report on Form
8-K dated May 4, 2020, formatted in iXBRL.
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