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Kraft Heinz Announces Early Tender Participation Results, Election of Early Settlement, and Satisfaction of the Financing Condition for Its Cash Tender Offer for Up to $2.0 Billion Aggregate Purchase Price of Certain of Its Outstanding Notes
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The Kraft Heinz Company (KHC) announced early tender results for its cash tender offer, aiming to purchase up to $2 billion in various senior notes, including those due in June 2022, January 2029, and beyond. The early tender submission deadline was December 2, 2021, and an early settlement date for accepted notes is set for December 6, 2021. The financing condition for the offer has been met, and the tender offer will expire on December 16, 2021, unless extended. The company plans to accept notes based on specified acceptance priority levels.
Positive
The financing condition for the tender offer has been satisfied.
Kraft Heinz intends to accept validly tendered and not withdrawn notes, providing liquidity to bondholders.
Negative
The total amount of validly tendered notes is expected to exceed the $2 billion maximum tender amount, leading to potential proration.
PITTSBURGH & CHICAGO--(BUSINESS WIRE)--
The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the early tender participation results, as of 5:00 p.m., New York City time, on December 2, 2021 (the “Early Tender Time”), of the previously announced cash tender 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subsidiary (the “Issuer”), to purchase for cash (the “Tender Offer”) any validly tendered (and not subsequently validly withdrawn) notes up to the maximum combined aggregate purchase price of $2.0 billion, including principal and premium but excluding accrued and unpaid interest (the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). Kraft Heinz also announced that, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, the Issuer has elected to have an early settlement date with payment for such Notes to occur on December 6, 2021.
Kraft Heinz also announced that the previously announced Financing Condition for the Tender Offer has been satisfied.
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.
The deadline to withdraw Notes tendered in the Tender Offer was 5:00 p.m., New York City time, on December 2, 2021, which deadline has not been extended (the “Withdrawal Date”). Accordingly, previously tendered Notes may no longer be withdrawn, except where additional withdrawal rights are required by law. Subject to applicable law, the Issuer has reserved the absolute right, in its sole discretion, to at any time (i) waive any and all conditions to the Tender Offer, (ii) extend, terminate, or withdraw the Tender Offer, (iii) increase or waive the Maximum Tender Amount, with or without extending the Withdrawal Date, or (iv) otherwise amend the Tender Offer in any respect.
The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Time according to Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offer:
Kraft Heinz will calculate the consideration to be paid to Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time in the manner described in the Offer to Purchase, as of 10:00 a.m., New York City time, on December 3, 2021. Kraft Heinz intends to accept for purchase the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, subject to the Maximum Tender Amount. Because 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 the Early Tender Time is expected to exceed the Maximum Tender Amount, Kraft Heinz expects to accept for purchase Notes validly tendered in accordance with the Acceptance Priority Levels set forth in the table above. If there are sufficient remaining funds to purchase some, but not all, of the remaining Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time at any Acceptance Priority Level without exceeding the Maximum Tender Amount, Kraft Heinz will accept for purchase such Notes on a prorated basis.
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. 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.
