The Kraft Heinz Company (Nasdaq: KHC) (“Kraft Heinz”) and
Kraft Heinz Foods Company (the “Issuer”) commenced today an
offer to exchange (the “Exchange Offer”) certain of the
Issuer’s outstanding unregistered notes for new registered
notes.
Under the Exchange Offer, the Issuer is offering to exchange up
to (i) $1,000,000,000 aggregate principal amount of new 3.750%
Senior Notes due 2030, (ii) $500,000,000 aggregate principal amount
of new 4.625% Senior Notes due 2039, (iii) $1,500,000,000 aggregate
principal amount of new 4.875% Senior Notes due 2049, (iv)
$1,350,000,000 aggregate principal amount of new 3.875% Senior
Notes due 2027, (v) $1,350,000,000 aggregate principal amount of
new 4.250% Senior Notes due 2031, and (vi) $800,000,000 aggregate
principal amount of new 5.500% Senior Notes due 2050 (collectively,
the “Exchange Notes”), the issuance of which has been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), for a like principal amount of its
unregistered (i) outstanding $1,000,000,000 aggregate principal
amount of 3.750% Senior Notes due 2030, (ii) outstanding
$500,000,000 aggregate principal amount of 4.625% Senior Notes due
2039, (iii) outstanding $1,500,000,000 aggregate principal amount
of 4.875% Senior Notes due 2049, (iv) outstanding $1,350,000,000
aggregate principal amount of 3.875% Senior Notes due 2027, (v)
outstanding $1,350,000,000 aggregate principal amount of 4.250%
Senior Notes due 2031, and (vi) outstanding $800,000,000 aggregate
principal amount of 5.500% Senior Notes due 2050 (collectively, the
“Outstanding Notes”). The terms of the Exchange Notes
offered in the Exchange Offer are substantially identical to the
terms of the respective series of the Outstanding Notes, except
that the Exchange Notes will be registered under the Securities
Act, and certain transfer restrictions, registration rights, and
additional interest provisions relating to the Outstanding Notes
will not apply to the Exchange Notes.
The purpose of the Exchange Offer is to fulfill the Issuer’s
obligations under the applicable registration rights agreement
entered into in connection with the issuances of the Outstanding
Notes. Kraft Heinz and the Issuer will not receive any proceeds
from the Exchange Offer.
The Exchange Offer will expire at 5 p.m. New York City time, on
January 19, 2021, unless extended (such date and time, as may be
extended, the “Expiration Date”). The settlement date for
the Exchange Offer will occur promptly following the Expiration
Date. The terms of the Exchange Offer and other information
relating to Kraft Heinz are set forth in a prospectus dated
December 17, 2020 (the “prospectus”), a copy of which has
been filed with the Securities and Exchange Commission (the
“SEC”). Kraft Heinz has not authorized any person to provide
information other than as set forth in the prospectus.
ADDITIONAL INFORMATION
Copies of the prospectus and the letter of transmittal governing
the Exchange Offer can be obtained from the exchange agent,
Deutsche Bank Trust Company Americas, by faxing a request to (615)
866-3889, by writing via regular or certified mail, or overnight
courier, to DB Services Americas, Inc., Attention: Reorg
Department, 5022 Gate Parkway, Suite 200, Jacksonville, Florida
32256.
This press release is for informational purposes only and is
neither an offer to exchange or sell, nor a solicitation of an
offer to buy or exchange, the Exchange Notes. The Exchange Offer is
made solely pursuant to the prospectus dated December 17, 2020,
including any supplements thereto, and the related letter of
transmittal. The Exchange Offer is not being made to holders in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky, or other laws of such
jurisdiction.
OFFERING RESTRICTIONS
This press release does not constitute an offer to purchase or
exchange any securities or the solicitation of an offer to buy or
exchange any securities nor does it constitute an invitation to
participate in the Exchange Offer in any jurisdiction in which, or
to any person to or from which, it is unlawful to make such
invitation or for there to be such participation under applicable
securities laws. The distribution of this press release in certain
jurisdictions may be restricted by law. Persons into whose
possession this press release or the prospectus come are required
to inform themselves about, and to observe, any such
restrictions.
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 2019 net
sales of approximately $25 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, including with respect to the timing of the settlement
of the Exchange Offer. 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. These 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, and dividends.
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 impact of the novel coronavirus (“COVID-19”);
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 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, 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; our 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 its competitiveness;
Kraft Heinz’s ability to successfully execute its 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 its
customers, suppliers, distributors, or regulators operate; Kraft
Heinz’s ownership structure; Kraft Heinz’s indebtedness and ability
to pay such indebtedness, as well as Kraft Heinz’s ability to
comply with covenants under its debt instruments; Kraft Heinz’s
liquidity, capital resources, and capital expenditures, as well as
its 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 SEC’s ongoing investigation, as well as
potential additional subpoenas, litigation, and regulatory
proceedings; potential future material weaknesses in Kraft Heinz’s
internal control over financial reporting or other deficiencies or
Kraft Heinz’s failure to maintain an effective system of internal
controls; Kraft Heinz’s failure to prepare and timely file its
periodic reports; 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; volatility of capital markets and
other macroeconomic factors; a downgrade in Kraft Heinz’s credit
rating; 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,
revise or withdraw any forward-looking statement in this press
release, except as required by applicable law or regulation.
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version on businesswire.com: https://www.businesswire.com/news/home/20201217006131/en/
The Kraft Heinz Company
Michael Mullen (media) Michael.Mullen@kraftheinz.com
Christopher Jakubik, CFA (investors) ir@kraftheinz.com
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