The Kraft Heinz Company (“Kraft
Heinz”) (Nasdaq: KHC) today announced the early tender
results of the previously announced offer by its 100% owned
operating subsidiary Kraft Heinz Foods Company (the “Issuer”) to purchase for cash (the “Tender Offer”) any validly tendered (and not
subsequently validly withdrawn) notes up to a combined aggregate
purchase price (excluding accrued and unpaid interest) of $2.2
billion (the “Maximum Tender Amount”)
of its outstanding Floating Rate Senior Notes due February 2021
(the “February 2021 Notes”), 3.500%
Senior Notes due June 2022 (the “June 2022
Notes”), 3.500% Senior Notes due July 2022 (the
“July 2022 Notes”), Floating Rate
Senior Notes due August 2022 (the “August
2022 Notes”), 4.000% Senior Notes due June 2023 (the
“June 2023 Notes”), 3.950% Senior
Notes due July 2025 (the “July 2025
Notes”) and 3.000% Senior Notes due June 2026 (the
“June 2026 Notes,” and together with
the February 2021 Notes, the June 2022 Notes, the July 2022 Notes,
the August 2022 Notes, the June 2023 Notes and the July 2025 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withdrawn at or prior to 5:00
p.m., New York City time, on May 15, 2020 (the “Early Tender
Time”), the Issuer
will elect to make payment for such Notes on May 19, 2020 (the
“Early Settlement Date”).
The Tender Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase dated May 4, 2020, as
amended by a supplement dated May 4, 2020 (together, the
“Offer to Purchase”). Terms not
defined in this announcement have the meanings given to them in the
Offer to Purchase.
Consummation of the Tender Offer and payment for the tendered
Notes is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
completion by the Issuer of a private offering (the “Offering”) of debt securities that results in net
proceeds of at least $2,500,000,000, which Offering commenced and
priced on May 4, 2020, on terms and conditions reasonably
satisfactory to the Issuer, as well as other customary
conditions.
The withdrawal deadline of
5:00 p.m., New York City time, on May 15, 2020 (the
“Withdrawal Date”) has passed and, accordingly, Notes validly
tendered in the Tender Offer may no longer be withdrawn except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 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 and information agent for the Tender
Offer:
CUSIP No. / ISIN
Title of Security
Acceptance Priority
Level
Aggregate Principal Amount
Tendered
Aggregate Principal Amount
Accepted for Purchase
Aggregate Principal Amount
Remaining Outstanding
Proration Factor
50077LAP1 / US50077LAP13
Floating Rate Senior Notes due
February 2021
1
$538,788,000
$538,788,000
$111,212,000
100.00%
50076QAZ9 / US50076QAZ90 (144A):
50076QAF3 / US50076QAF37 (Reg S): U5009CAC4 / USU5009CAC48
3.500% Senior Notes due June
2022
2
$488,121,000
$488,121,000
$631,263,000
100.00%
50077LAJ5 / US50077LAJ52
(144A):
423074BA0 / US423074BA02 (Reg S):
U42314AF8 / USU42314AF82
3.500% Senior Notes due July
2022
3
$143,590,000
$143,590,000
$302,271,000
100.00%
50077LAQ9 / US50077LAQ95
Floating Rate Senior Notes due
August 2022
4
$184,522,000
$184,522,000
$315,478,000
100.00%
50077LAS5 / US50077LAS51
4.000% Senior Notes due June
2023
5
$390,829,000
$390,829,000
$447,302,000
100.00%
50077LAK2 / US50077LAK26 (144A):
423074AX1 / US423074AX14 (Reg S): U42314AD3 / USU42314AD35
3.950% Senior Notes due July
2025
6
$1,047,779,000
$391,295,000
$1,608,705,000
37.40%
50077LAD8 / US50077LAD82 (144A):
50077LAC0 / US50077LAC00 (Reg S): U5009LAB6 / USU5009LAB63
3.000% Senior Notes due June
2026
7
$1,101,227,000
$0
$2,000,000,000
0.00%
As the aggregate principal
amount of Notes validly tendered and not validly withdrawn as of
the Early Tender Time exceeded the Maximum Tender Amount, the July
2025 Notes that were accepted for purchase by the Issuer were
prorated so as to accept the maximum principal amount of the July
2025 Notes that did not result in the Maximum Tender Amount being
exceeded. The Tender Offer will expire at 11:59 p.m., New York City
time, at the end of the day on June 1, 2020, unless extended or
earlier terminated as described in the Offer to Purchase. Since the
aggregate principal amount of Notes validly tendered and not
validly withdrawn as of the Early Tender Time resulted in the
Maximum Tender Amount being exceeded, the Issuer will not accept
for purchase any Notes tendered after the Early Tender Time unless
the Maximum Tender Amount is increased.
Kraft Heinz has engaged J.P. Morgan, BofA Securities, Citigroup,
Credit Suisse, Deutsche Bank Securities, and Wells Fargo Securities
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 +1 (866)
794-2200 (toll free) or +1 212-430-3774 (for banks and brokers).
Questions regarding the terms of the Tender Offer should be
directed to J.P. Morgan at (866) 834-4666 (toll free) or (212)
834-8553 (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. 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, 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 2019 net sales of
approximately $25 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 “commit,” “plan,” “believe,”
“anticipate,” “reflect,” “invest,” “make,” “expect,” “deliver,”
“develop,” “drive,” “assess,” “evaluate,” “establish,” “focus,”
“build,” “turn,” “expand,” “leverage,” “grow,” “remain,” “will,”
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 the Issuer's plans, costs and cost
savings, legal matters, taxes, expectations, investments,
innovations, opportunities, capabilities, execution, initiatives,
pipeline, and growth. 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 the Issuer’s control.
Important factors that may affect the Issuer’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 consummate the Offering, the Tender Offer and the
Concurrent Redemptions; the impact of the COVID-19 outbreak;
operating in a highly competitive industry; the Issuer’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
the Issuer’s relationships with significant customers, suppliers,
and other business relationships; the Issuer’s ability to maintain,
extend, and expand its reputation and brand image; the Issuer’s
ability to leverage its brand value to compete against private
label products; the Issuer’s ability to drive revenue growth in its
key product categories, increase its market share, or add products
that are in faster-growing and more profitable categories; product
recalls or product liability claims; unanticipated business
disruptions; the Issuer’s ability to identify, complete or realize
the benefits from strategic acquisitions, alliances, divestitures,
joint ventures or other investments; the Issuer’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; the Issuer’s ability to successfully
execute its strategic initiatives; the impacts of the Issuer’s
international operations; economic and political conditions in the
United States and in various other nations where the Issuer does
business; changes in the Issuer’s management team or other key
personnel and the Issuer’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 we or the
Issuer’s customers, suppliers, distributors, or regulators operate;
the Issuer’s ownership structure; the Issuer’s indebtedness and
ability to pay such indebtedness, as well as its ability to comply
with covenants under debt instruments; the Issuer’s liquidity,
capital resources, and capital expenditures, as well as the
Issuer’s ability to raise capital; 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 we use;
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 any potential actions
resulting from the Securities and Exchange Commission’s
(“SEC”) ongoing investigation, as well
as potential additional subpoenas, litigation, and regulatory
proceedings; an inability to remediate the material weaknesses in
the Issuer’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; the Issuer’s failure to prepare and timely file its
periodic reports; the Issuer’s ability to protect intellectual
property rights; tax law changes or interpretations; the impact of
future sales of the Issuer’s common stock in the public markets;
the Issuer’s ability to continue to pay a regular dividend and the
amounts of any such dividends; volatility of capital markets and
other macroeconomic factors; a downgrade in our credit rating; and
other factors. For additional information on these and other
factors that could affect the Issuer’s forward-looking statements,
see the Issuer’s risk factors, as they may be amended from time to
time, set forth in its filings with the SEC. The Issuer 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200518005154/en/
Michael Mullen (media) Michael.Mullen@kraftheinz.com
Christopher Jakubik, CFA (investors) ir@kraftheinz.com
Kraft Heinz (NASDAQ:KHC)
過去 株価チャート
から 6 2024 まで 7 2024
Kraft Heinz (NASDAQ:KHC)
過去 株価チャート
から 7 2023 まで 7 2024