Securities Registration (section 12(b)) (8-a12b)
18 Maio 2023 - 6:13PM
Edgar (US Regulatory)
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)
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Pennsylvania
Delaware |
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25-0542520
46-2078182 |
(State of Incorporation or Organization) |
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(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:
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Title of Each Class
to be so Registered |
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Name of Each Exchange on Which
Each Class is to be Registered |
Floating Rate Senior Notes due 2025 |
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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 Issuers Floating Rate Senior Notes due 2025 (the Notes). The Notes are fully and unconditionally guaranteed by the
Guarantor.
Item 1. |
Description of Registrants 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.
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.
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Exhibit No. |
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Description |
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4.1 |
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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 Guarantors Current Report
on Form 8-K, filed on July 6, 2015). |
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4.2 |
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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
Guarantors Current Report on Form 8-K, filed on May 10, 2023). |
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4.3 |
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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.
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KRAFT HEINZ FOODS COMPANY |
Registrant |
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By: |
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/s/ Andre Maciel |
Name: |
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Andre Maciel |
Title: |
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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.
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By: |
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/s/ Miguel Patricio |
Name: |
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Miguel Patricio |
Title: |
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Manager |
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By: |
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/s/ Andre Maciel |
Name: |
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Andre Maciel |
Title: |
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Manager |
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THE KRAFT HEINZ COMPANY |
Registrant |
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By: |
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/s/ Andre Maciel |
Name: |
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Andre Maciel |
Title: |
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Executive Vice President and Global Chief Financial Officer |
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(Principal Financial Officer) |
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