The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC)
announced today that its 100% owned subsidiary Kraft Heinz Foods
Company (the “Issuer”) has commenced cash tender offers
(each, an “Offer” and collectively, the “Offers”) to
purchase up to a maximum combined aggregate purchase price of $2.8
billion, including principal and premium but excluding accrued and
unpaid interest (the “Maximum Purchase Price”) of its
outstanding notes listed in the table below (the “Notes,”
and each, a “Series” of Notes). Subject to the Maximum
Purchase Price, the amount of a Series of Notes that is purchased
in the Offers will be based on the Acceptance Priority Levels set
forth below. The Offers are being made on the terms and subject to
the conditions set forth in the offer to purchase dated June 7,
2021 (the “Offer to Purchase”). Capitalized terms used in
this release but not otherwise defined have the meaning given in
the Offer to Purchase.
Consummation of the Offers and payment for the Notes accepted
for purchase are subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
Maximum Consideration Condition (as defined below), as well as
other customary conditions. Subject to applicable law, the Issuer
has reserved the absolute right to, in its sole discretion, at any
time, (i) waive any and all conditions to the Offers, (ii) extend,
terminate, or withdraw any Offer or the Offers, (iii) increase the
Maximum Purchase Price or waive the Maximum Consideration
Condition, with or without extending the Withdrawal Time (as
defined below), or (iv) otherwise amend the Offers in any
respect.
The Offers will expire at 5:00 p.m., New York City time, on June
11, 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”). Holders of the Notes (“Holders”)
may withdraw their validly tendered Notes at any time at or prior
to 5:00 p.m., New York City time, on June 11, 2021, unless extended
(such time and date, as they may be extended, the “Withdrawal
Time”). Holders are urged to read the Offer to Purchase
carefully before making any decision with respect to the
Offers.
Certain information regarding the Notes and the Offers is set
forth in the table below.
Title of Security(1)
CUSIP
ISIN
Acceptance
Priority Level(2)
Principal Amount
Outstanding
Purchase
Price(3)
5.000% Senior Notes due June
2042
50076QAE6 / 144A: 50076QAC0 / Reg
S: U5009CAB6
US50076QAE61 / 144A: US50076QAC06
/ Reg S: USU5009CAB64
1
$1,993,000,000
$1,187.50
5.000% Senior Notes due July
2035
50077LAL0
US50077LAL09
2
$992,000,000
$1,201.25
4.625% Senior Notes due January
2029
50077LAT3
US50077LAT35
3
$1,095,800,000
$1,147.50
4.625% Senior Notes due October
2039
50077LAX4 / 144A: 50077LAW6/ Reg
S: U5009LAY6
US50077LAX47 / 144A: US50077LAW63
/
Reg S: USU5009LAY66
4
$500,000,000
$1,137.50
3.750% Senior Notes due April
2030
50077LAV8 / 144A: 50077LAU0 /
U5009LAX8
US50077LAV80 / 144A: US50077LAU08
/ Reg S: USU5009LAX83
5
$997,500,000
$1,087.50
6.500% Senior Notes due February
2040
50076QAN6 / 50076QAM8 / 144A:
50076QAL0 / Reg S: U5009CAE0
US50076QAN60 / US50076QAM87 /
144A: US50076QAL05 /
Reg S: USU5009CAE04
6
$772,783,000
$1,362.50
6.375% Senior Debentures due July
2028
423074AF0
US423074AF08
7
$235,325,000
$1,250.00
6.750% Senior Debentures due
March 2032
42307TAG3
US42307TAG31
8
$436,577,000
$1,351.25
6.875% Senior Notes due January
2039
50076QAR7 / 50076QAP1 / U5009CAF7
/ 50076QAQ9
US50076QAR74 / US50076QAP19 /
USU5009CAF78 / US50076QAQ91
9
$868,230,000
$1,392.50
7.125% Senior Notes due August
2039
42307TAH1
US42307TAH14
10
$927,000,000
$1,430.00
__________________
(1)
Each Series of Notes is
guaranteed by Kraft Heinz.
(2)
Subject to the satisfaction or
waiver of the conditions of the Offers described in the Offer to
Purchase, if the Maximum Consideration Condition is not satisfied
with respect to every Series of Notes, we will accept Notes for
purchase in the order of their respective Acceptance Priority Level
specified in the table above (each, an “Acceptance Priority Level
,” with 1 being the highest Acceptance Priority Level and 10 being
the lowest Acceptance Priority Level). It is possible that a Series
of Notes with a particular Acceptance Priority Level will not be
accepted for purchase even if one or more Series with a higher or
lower Acceptance Priority Level are accepted for purchase. If any
Series of Notes is accepted for purchase under the Offers, all
Notes of that Series that are validly tendered and not validly
withdrawn will be accepted for purchase. As a result, no Series of
Notes accepted for purchase will be prorated.
(3)
Per $1,000 principal amount of
Notes validly tendered and accepted for purchase in the Offers
(exclusive of any accrued and unpaid interest, which will be paid
in addition to the Purchase Price, from, and including, the last
interest payment date for the relevant Series of Notes up to, but
excluding, the Settlement Date (as defined below) (“Accrued
Interest”)).
Subject to the Maximum Purchase Price, the application of the
Acceptance Priority Levels and the other terms and conditions
described in the Offer to Purchase, the Issuer intends to accept
for purchase all Notes validly tendered and not validly withdrawn
at or prior to the Expiration Time. The applicable Purchase Price
for each $1,000 principal amount of Notes validly tendered and
accepted for purchase will be determined as set forth in the table
above. Holders who validly tender and do not validly withdraw their
Notes at or prior to the Expiration Time will be eligible to
receive the applicable Purchase Price.
The Issuer’s obligation to complete an Offer with respect to a
particular Series of Notes validly tendered is conditioned on the
aggregate purchase price for the Offers, excluding the Accrued
Interest with respect to each Series (the “Aggregate Purchase
Price”), not exceeding Maximum Purchase Price, and on the
Maximum Purchase Price being sufficient to pay the Aggregate
Purchase Price for all validly tendered Notes of such Series (after
paying the Aggregate Purchase Price for all validly tendered Notes
that have a higher Acceptance Priority Level) (the “Maximum
Consideration Condition”).
If the Maximum Consideration Condition is not satisfied with
respect to each series of Notes, for (i) a series of Notes (the
“First Non-Covered Notes”) for which the Maximum Purchase
Price is less than the sum of (x) the Aggregate Purchase Price for
all validly tendered First Non-Covered Notes and (y) the Aggregate
Purchase Price for all validly tendered Notes of all series, having
a higher Acceptance Priority Level as set forth above (with 1 being
the highest Acceptance Priority Level and 10 being the lowest
Acceptance Priority Level) than the First Non-Covered Notes, and
(ii) all series of Notes with an Acceptance Priority Level lower
than the First Non-Covered Notes (together with the First
Non-Covered Notes, the “Non-Covered Notes”), then the Issuer
may, at any time on or prior to the Expiration Time:
(a) terminate an
Offer with respect to one or more series of Non-Covered Notes for
which the Maximum Consideration Condition has not been satisfied,
and promptly return all validly tendered Notes of such series, and
any other series of Non-Covered Notes, to the respective tendering
Holders; or
(b) waive the
Maximum Consideration Condition with respect to one or more series
of Non-Covered Notes and accept all Notes of such series, and of
any series of Notes having a higher Acceptance Priority Level,
validly tendered; or
(c) if there is
any series of Non-Covered Notes with a lower Acceptance Priority
Level than the First Non-Covered Notes for which:
(i) the Aggregate
Purchase Price necessary to purchase all validly tendered Notes of
such series, plus
(ii) the
Aggregate Purchase Price necessary to purchase all validly tendered
Notes of all series having a higher Acceptance Priority Level than
such series of Notes, other than any series of Non-Covered Notes
that has or have not also been accepted as contemplated by this
clause (c),
is equal to, or less than, the Maximum
Purchase Price, accept all validly tendered Notes of all such
series having a lower Acceptance Priority Level, until there is no
series of Notes with a higher or lower Acceptance Priority Level to
be considered for purchase for which the conditions set forth above
are met.
It is possible that a series of Notes with a particular
Acceptance Priority Level will fail the meet the conditions set
forth above and therefore will not be accepted for purchase even if
one or more series with a higher or lower Acceptance Priority Level
are accepted for purchase.
Settlement for Notes validly tendered at or prior to the
Expiration Time is expected to occur on June 14, 2021, the first
business day following the Expiration Time, unless extended by the
Issuer in its sole discretion (the “Settlement Date”).
Settlement for Notes delivered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase and accepted for
purchase pursuant to the Offers is expected to occur on June 16,
2021, the third business day following the Expiration Time (the
“Guaranteed Delivery Settlement Date”).
In addition to the Purchase Price, all Notes accepted for
purchase pursuant to the Offers, will, on the Settlement Date or
the Guaranteed Delivery Settlement Date, as applicable, also
receive Accrued Interest in respect of such Notes. For the
avoidance of doubt, Accrued Interest will cease to accrue on the
Settlement Date for all Notes accepted in the Offers and Holders
whose Notes are tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase and are accepted for
purchase will not receive payment in respect of any interest for
the period from and including the Settlement Date.
Kraft Heinz has engaged BofA Securities, J.P. Morgan and Wells
Fargo Securities to act as lead dealer managers (collectively, the
“Lead Dealer Managers”) and BNP PARIBAS, Credit Agricole
CIB, Credit Suisse, Deutsche Bank Securities, MUFG and SMBC Nikko
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 Offers and has
appointed Global Bondholder Services Corporation to serve as the
tender agent and information agent for the Offers. Copies of the
Offer to Purchase are available at
https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global
Bondholder Services Corporation via telephone +1 (866) 470-3800
(toll free) or +1 (212)-430-3774 (for banks and brokers). Questions
regarding the terms of the Offers should be directed to BofA
Securities at +1 (980) 388-3646 or debt_advisory@bofa.com, J.P.
Morgan at +1 (866) 834-4666 (toll free) or +1 (212) 834-4087
(collect) or Wells Fargo Securities at +1 (866) 309-6316 (toll
free) or +1 (704) 410-4759 (collect).
None of the Issuer, Kraft Heinz, their respective boards of
directors or boards of managers, as applicable, the Dealer
Managers, Global Bondholders Services Corporation or 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 Offers. 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 Offers, and
no decision should be made by any Holder on the basis of this press
release. The terms and conditions of the Offers 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 Offers. The Offers are 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 Offers.
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,” 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 the Issuer’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 consummate the Offers; 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 our ability to comply with covenants under our 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 we use; 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; 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210607005481/en/
Michael Mullen (media) Michael.Mullen@kraftheinz.com
Christopher Jakubik, CFA (investors) ir@kraftheinz.com
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