Kraft Heinz : Announces Pricing Terms for Its Cash Tender Offer for Up To $2.5 Billion Aggregate Purchase Price of Certain of Its Outstanding Notes

The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the pricing terms of the previously announced offer by its 100% owned operating subsidiary Kraft Heinz Foods Company (the “Issuer”) to purchase for cash (the “Tender Offer”) for any validly tendered (and not subsequently validly withdrawn and accepted for purchase) notes up to a combined aggregate purchase price (excluding accrued and unpaid interest) of $2.5 billion (the “Maximum Tender Amount”) of its outstanding 3.500% senior notes due June 2022 (the “June 2022 Notes”), 3.500% senior notes due July 2022 (the “July 2022 Notes”), 4.000% senior notes due 2023 (the “2023 Notes”) and 4.875% second lien senior secured notes due 2025 (the “2025 Notes” and, together with the June 2022 Notes, the July 2022 Notes and the 2023 Notes, the “Notes” and each, a “Series” of Notes).

The terms and conditions of the Tender Offer are described in the offer to purchase dated September 11, 2019, as amended by a supplement dated September 11, 2019 (together, the “Offer to Purchase”).

Kraft Heinz will pay holders who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on September 24, 2019, unless extended with respect to any Series of Notes (the “Early Tender Time”), $1,026.61 for each $1,000 principal amount of its June 2022 Notes accepted for purchase, $1,026.08 for each $1,000 principal amount of its July 2022 Notes accepted for purchase, $1,045.36 for each $1,000 principal amount of its 2023 Notes accepted for purchase, $1,032.17 for each $1,000 principal amount of its 2025 Notes accepted for purchase plus, in each case, accrued and unpaid interest in respect of such Notes from the last interest payment date to, but excluding, the Early Settlement Date (as defined below) (as to each Series of Notes, the “Total Tender Offer Consideration”), which includes the applicable Early Tender Premium as set forth in the table below. The Total Tender Offer Consideration was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified below plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified below, as quoted on the Bloomberg Reference Page specified below, as of 10:00 a.m., New York City time today (the “Price Determination Date”).

CUSIP No. / ISIN		Title of Security		Aggregate Principal Amount Outstanding		Acceptance Priority Level		Reference Treasury Security		Bloomberg Reference Page		Fixed Spread(1) (bps)		Early Tender Premium(2)		Total Tender Offer Consideration		Principal Amount Tendered		Principal Amount Accepted		Proration Factor(3)
50076QAZ9 / US50076QAZ90 (144A): 50076QAF3 / US50076QAF37 (Reg S): U5009CAC4 / USU5009CAC48		3.500% Senior Notes due June 2022		$2,000,000,000		1		1.500% U.S. Treasury due 8/15/22		FIT1		+90		$30.00		$1,026.61		$880,616,000		$880,616,000		100%
50077LAJ5 / US50077LAJ52 (144A): 423074BA0 / US423074BA02 (Reg S): U42314AF8 / USU42314AF82		3.500% Senior Notes due July 2022		$1,000,000,000		2		1.500% U.S. Treasury due 8/15/22		FIT1		+90		$30.00		$1,026.08		$554,139,000		$554,139,000		100%
50077L AS5 / US50077LAS51		4.000% Senior Notes due 2023		$1,600,000,000		3		1.250% U.S. Treasury due 8/31/24		FIT1		+115		$30.00		$1,045.36		$761,869,000		$761,869,000		100%
(144A): 423074AS2 / US423074AS29 (Reg S): U42314AA9 / USU42314AA95		4.875% Second Lien Senior Secured Notes due 2025		$1,200,000,000		4		1.375% U.S. Treasury due 2/15/20		FIT3		+75		$30.00		$1,032.17		$706,700,000		$223,734,000		31.7%

(1) Fixed Spread includes the Early Tender Premium.

(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase (the “Early Tender Premium”).

(3) Proration Factor is rounded to the nearest tenth of one percent.

Settlement for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase, will be September 26, 2019 (the “Early Settlement Date”), two business days following the Early Tender Time.

The Tender Offer will expire at 11:59 p.m., New York City time, on October 8, 2019, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). According to the terms and conditions of the Offer to Purchase, if the Tender Offer is fully subscribed as of the Early Tender Time, holders who validly tender their Notes after the Early Tender Time will not have any of their Notes accepted for purchase. Notes not accepted for purchase will be promptly returned or credited to the holder’s account.

Kraft Heinz has engaged BofA Merrill Lynch, Citigroup, Goldman Sachs & Co. LLC, and J.P. Morgan to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Tender Offer and has appointed Global Bondholder Services Corporation to serve as the tender agent and information agent for the Tender Offer. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone by calling [phone] (toll free) or [phone] (for banks and brokers). Questions regarding the terms of the Tender Offer should be directed to BofA Merrill Lynch at [phone] (toll free) or [phone] (collect), Citigroup at [phone] (toll free) or [phone] (collect), Goldman Sachs & Co. LLC at [phone] (toll free) or [phone] (collect) or J.P. Morgan at [phone] (toll free) or [phone] (collect).

Neither the Issuer, Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation nor the trustees for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any holder on the basis of this press release. The terms and conditions of the Tender Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

ABOUT THE KRAFT HEINZ COMPANY

For 150 years, we have produced some of the world’s most beloved products at The Kraft Heinz Company (Nasdaq: KHC). Our Vision is To Be the Best Food Company, Growing a Better World. We are one of the largest global food and beverage companies, with 2018 net sales of approximately $26 billion. Our portfolio is a diverse mix of iconic and emerging brands. As the guardians of these brands and the creators of innovative new products, we are dedicated to the sustainable health of our people and our planet. To learn more, visit www.kraftheinzcompany.com or follow us on LinkedIn and Twitter.

FORWARD-LOOKING STATEMENTS

This press release contains a number of forward-looking statements. Words such as “anticipate,” “reflect,” “invest,” “see,” “make,” “expect,” “give,” “deliver,” “drive,” “believe,” “improve,” “assess,” “reassess,” “remain,” “evaluate,” “grow,” “will,” “plan,” “intend” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding Kraft Heinz’s plans and expected timing and benefits of the transaction, and the Late Tender Offer Consideration or Total Tender Offer Consideration, as applicable, to be paid to holders of the Notes who tender their Notes at or prior to the Early Tender Time or the Expiration Time. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond Kraft Heinz’s control.

Important factors that may affect Kraft Heinz’s business and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the completion of the Tender Offer; operating in a highly competitive industry; Kraft Heinz’s ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation; changes in the retail landscape or the loss of key retail customers; changes in Kraft Heinz’s relationships with significant customers, suppliers and other business relationships; Kraft Heinz’s ability to maintain, extend, and expand Kraft Heinz’s reputation and brand image; Kraft Heinz’s ability to leverage Kraft Heinz’s brand value to compete against private label products; Kraft Heinz’s ability to drive revenue growth in its key product categories, increase Kraft Heinz’s market share, or add products that are in faster-growing and more profitable categories; product recalls or product liability claims; unanticipated business disruptions; Kraft Heinz’s ability to identify, complete, or realize the benefits from strategic acquisitions, alliances, divestitures, joint ventures, or other investments; Kraft Heinz’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, and improve Kraft Heinz’s competitiveness; Kraft Heinz’s ability to successfully execute Kraft Heinz’s strategic initiatives; the impacts of Kraft Heinz’s international operations; economic and political conditions in the United States and in various other nations where Kraft Heinz does business; changes in Kraft Heinz’s management team or other key personnel and Kraft Heinz’s ability to hire or retain key personnel or a highly skilled and diverse global workforce; risks associated with information technology and systems, including service interruptions, misappropriation of data, or breaches of security; impacts of natural events in the locations in which Kraft Heinz or Kraft Heinz’s customers, suppliers, distributors, or regulators operate; Kraft Heinz’s ownership structure; Kraft Heinz’s indebtedness and ability to pay such indebtedness; additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets; exchange rate fluctuations; volatility in commodity, energy, and other input costs; volatility in the market value of all or a portion of the derivatives Kraft Heinz uses; increased pension, labor and people-related expenses; compliance with laws, regulations, and related interpretations and related legal claims or other regulatory enforcement actions, including additional risks and uncertainties related to Kraft Heinz’s restatement and any potential actions resulting from the Securities and Exchange Commission’s (the “SEC”) ongoing investigation, as well as potential additional subpoenas, litigation and regulatory proceedings; an inability to remediate the material weaknesses in Kraft Heinz’s internal control over financial reporting or additional material weaknesses or other deficiencies in the future or the failure to maintain an effective system of internal controls; Kraft Heinz’s failure to prepare and timely file its periodic reports; the restatement of certain of Kraft Heinz’s previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues; Kraft Heinz’s ability to protect intellectual property rights; tax law changes or interpretations; the impact of future sales of Kraft Heinz's common stock in the public markets; Kraft Heinz’s ability to continue to pay a regular dividend and the amounts of any such dividends; and the volatility of capital markets and other macroeconomic factors and other factors. For additional information on these and other factors that could affect Kraft Heinz’s forward-looking statements, see Kraft Heinz’s risk factors, as they may be amended from time to time, set forth in its filings with the SEC. Kraft Heinz disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

 

 

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