The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC)
announced today the pricing terms and the accepted tender amounts
of the previously announced offer by Kraft Heinz Foods Company, its
100% owned subsidiary (the “Issuer”), to purchase for cash
(the “Tender Offer”) any validly tendered (and not
subsequently validly withdrawn and accepted for purchase) notes up
to a maximum combined aggregate purchase price of $2.0 billion,
including principal and premium but excluding accrued and unpaid
interest (the “Maximum Tender Amount”), of its outstanding
3.500% Senior Notes due June 2022 (the “June 2022 Notes”),
4.625% Senior Notes due January 2029 (the “January 2029
Notes”), 4.250% Senior Notes due March 2031 (the “March 2031
Notes”), 6.750% Senior Notes due March 2032 (the “March 2032
Notes”), 5.000% Senior Notes due July 2035 (the “July 2035
Notes”), 6.500% Senior Notes due February 2040 (the
“February 2040 Notes”), 5.000% Senior Notes due June 2042
(the “June 2042 Notes”), 5.200% Senior Notes due July 2045
(the “July 2045 Notes”), 6.875% Senior Notes due January
2039 (the “January 2039 Notes”), 7.125% Senior Notes due
August 2039 (the “August 2039 Notes”), 5.500% Senior Notes
due June 2050 (the “June 2050 Notes”), and 4.875% Senior
Notes due October 2049 (the “October 2049 Notes” and,
together with the June 2022 Notes, the January 2029 Notes, the
March 2031 Notes, the March 2032 Notes, the July 2035 Notes, the
February 2040 Notes, the June 2042 Notes, the July 2045 Notes, the
January 2039 Notes, the August 2039 Notes, and the June 2050 Notes,
the “Notes,” and each, a “Series” of Notes).
The Tender Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase dated November 18,
2021 (the “Offer to Purchase”). Capitalized terms used in
this release but not otherwise defined have the meanings given to
them in the Offer to Purchase.
As the maximum combined aggregate purchase price, including
principal and premium but excluding accrued and unpaid interest, of
the Notes validly tendered and not validly withdrawn at or prior to
5:00 p.m. New York City time, on December 2, 2021 (the “Early
Tender Time”), exceeded the Maximum Tender Amount, Kraft Heinz
accepts for purchase all Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time with Acceptance
Priority Levels 1 through 4, and accepts for purchase the July 2035
Notes validly tendered and not validly withdrawn before the Early
Tender Time with Acceptance Priority Level 5 using a proration
factor of approximately 27.9% in accordance with the terms and
subject to the conditions set forth in the Offer to Purchase. The
July 2035 Notes that were accepted for purchase by the Issuer were
prorated so that the maximum principal amount of Notes accepted for
purchase does not result in the maximum combined aggregate purchase
price exceeding the Maximum Tender Amount. The Issuer will not
accept for purchase any Notes with Acceptance Priority Levels 6
through 12 and will not accept any Notes tendered after the Early
Tender Time.
The Issuer will pay Holders who validly tendered and did not
validly withdraw their Notes at or prior to the Early Tender Time
the applicable Total Consideration, inclusive of the applicable
Early Tender Premium, as set forth in the table below. The Total
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.
CUSIP No. / ISIN
Title of Security
Principal Amount
Outstanding
Acceptance Priority
Level
Reference Treasury
Security
Bloomberg Reference
Page
Fixed Spread (bps)
Early Tender
Premium(1)(2)
Total Consideration(1)
Principal Amount
Tendered
Principal Amount
Accepted
50076QAZ9 / US50076QAZ90
(144A): 50076QAF3 /
US50076QAF37
(Reg S): U5009CAC4 /
USU5009CAC48
3.500% Senior Notes due June
2022
$631,263,000
1
0.375% U.S. Treasury due October
31, 2023
FIT1
-35
$30.00
$1,016.14
$250,451,000
$250,451,000
50077LAT3 / US50077LAT35
4.625% Senior Notes due January
2029
$725,402,000
2
1.375% U.S. Treasury due November
15, 2031
FIT1
+65
$30.00
$1,161.34
$355,955,000
$355,955,000
50077LBF2 /
US50077LBF22
4.250% Senior Notes due March
2031
$1,350,000,000
3
1.375% U.S. Treasury due November
15, 2031
FIT1
+90
$30.00
$1,153.01
$966,046,000
$966,046,000
42307TAG3 / US42307TAG31
6.750% Senior Notes due March
2032
$370,950,000
4
1.375% U.S. Treasury due November
15, 2031
FIT1
+95
$30.00
$1,393.87
$66,419,000
$66,419,000
50077LAL0 /
US50077LAL09
5.000% Senior Notes due July
2035
$784,458,000
5
1.375% U.S. Treasury due November
15, 2031
FIT1
+110
$30.00
$1,271.38
$353,865,000
$98,742,000
(1)
The Total Consideration for each Series
validly tendered prior to or at the applicable Early Tender Time
and accepted for purchase is calculated using the applicable Fixed
Spread and is inclusive of the applicable Early Tender Premium.
(2)
Per $1,000 principal amount of Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time and accepted for purchase.
Settlement for Notes that were validly tendered and not validly
withdrawn at or prior to the Early Tender Time and that are
accepted for purchase, will occur on December 6, 2021 (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 December 16, 2021, unless extended or earlier terminated as
described in the Offer to Purchase (such time and date, as they may
be extended, the “Expiration Time”). Notes not accepted for
purchase will be promptly returned or credited to the applicable
Holder’s account.
Kraft Heinz has engaged Citigroup Global Markets Inc.
(“Citigroup”), Morgan Stanley & Co. LLC (“Morgan
Stanley”), and RBC Capital Markets, LLC (“RBC Capital
Markets”) to act as lead dealer managers (collectively, the
“Lead Dealer Managers”) and Barclays Capital Inc., Credit
Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Mizuho
Securities USA LLC, Santander Investment Securities Inc., SMBC
Nikko Securities America, Inc., and Wells Fargo Securities, LLC to
act as co-dealer managers (collectively, the “Co-Dealer
Managers” and, together with the Lead Dealer Managers, 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 at
+1 (866) 470-3800 (toll free) or +1 (212) 430-3774 (for banks and
brokers). Questions regarding the terms of the Tender Offer should
be directed to Citigroup at +1 (800) 558-3745 (toll-free) or +1
(212) 723-6106 (collect); Morgan Stanley at +1 (800) 624-1808
(toll-free) or +1 (212) 761-1057 (collect); and RBC Capital Markets
at +1 (877) 381-2099 (toll-free) or +1 (212) 618-7843
(collect).
None of the Issuer, Kraft Heinz, their boards of directors or
boards of managers, as applicable, the Dealer Managers, Global
Bondholder Services Corporation, 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 that should be read carefully before
any decision is made with respect to the Tender Offer. The Tender
Offer is not being made in any jurisdiction in which, or to or from
any person to or from whom, it is unlawful to make such offer or
solicitation under applicable securities or blue sky laws. 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, the Holder
should 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
We are driving transformation at The Kraft Heinz Company
(Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious.
Consumers are at the center of everything we do. With 2020 net
sales of approximately $26 billion, we are committed to growing our
iconic and emerging food and beverage brands on a global scale. We
leverage our scale and agility to unleash the full power of Kraft
Heinz across a portfolio of six consumer-driven product platforms.
As global citizens, we’re dedicated to making a sustainable,
ethical impact while helping feed the world in healthy, responsible
ways. Learn more about our journey by visiting
www.kraftheinzcompany.com or following us on LinkedIn and
Twitter.
FORWARD-LOOKING STATEMENTS
This press release contains a number of forward-looking
statements. Words such as “plan,” “believe,” “anticipate,”
“reflect,” “invest,” “see,” “make,” “expect,” “deliver,” “drive,”
“improve,” “intend,” “assess,” “remain,” “evaluate,” “establish,”
“focus,” “build,” “turn,” “expand,” “leverage,” “grow,” “will,”
“maintain,” “manage,” 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, impacts of accounting standards and guidance, growth, legal
matters, taxes, costs and cost savings, impairments, dividends,
expectations, investments, innovations, opportunities,
capabilities, execution, initiatives, and pipeline. These
forward-looking statements reflect management’s current
expectations and 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, market conditions and the timing and ability of the
Issuer to complete the Tender Offer; the impacts of COVID-19 and
government and consumer responses; 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 or suppliers, or in other business
relationships; Kraft Heinz’s ability to maintain, extend, and
expand its reputation and brand image; Kraft Heinz’s ability to
leverage its brand value to compete against private label products;
Kraft Heinz’s ability to drive revenue growth in its key product
categories or platforms, increase its market share, or add products
that are in faster-growing and more profitable categories; product
recalls or other product liability claims; 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 successfully execute its
strategic initiatives; the impacts of Kraft Heinz’s international
operations; Kraft Heinz’s ability to protect intellectual property
rights; Kraft Heinz’s ownership structure; 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 its competitiveness; Kraft Heinz’s level of indebtedness,
as well as its ability to comply with covenants under its debt
instruments; additional impairments of the carrying amounts of
goodwill or other indefinite-lived intangible assets; foreign
exchange rate fluctuations; volatility in commodity, energy, and
other input costs; volatility in the market value of all or a
portion of the commodity derivatives Kraft Heinz uses; compliance
with laws and regulations and related legal claims or regulatory
enforcement actions; failure to maintain an effective system of
internal controls; a downgrade in Kraft Heinz’s credit rating; the
impact of future sales of Kraft Heinz’s common stock in the public
market; Kraft Heinz’s ability to continue to pay a regular dividend
and the amounts of any such dividends; unanticipated business
disruptions and natural events in the locations in which Kraft
Heinz or Kraft Heinz’s customers, suppliers, distributors, or
regulators operate; 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;
increased pension, labor, and people-related expenses; changes in
tax laws and interpretations; volatility of capital markets and
other macroeconomic factors; and other factors. For additional
information on these and other factors that could affect the 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 Securities and Exchange Commission. Kraft Heinz disclaims
and does not undertake any obligation to update, revise, or
withdraw any forward-looking statement in this press release,
except as required by applicable law or regulation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211203005569/en/
Alex Abraham (media) Alex.Abraham@kraftheinz.com
Christopher Jakubik, CFA (investors) ir@kraftheinz.com
Kraft Heinz (NASDAQ:KHC)
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