Kraft Heinz Company (KHC)

[FUNMAN]

Kraft Heinz Announces Early Tender Results of Cash Tender Offer for Up To $2.5 Billion Aggregate Purchase Price of Certain of its Outstanding Notes

September 24, 2019 at 8:24 PM EDT


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PITTSBURGH & CHICAGO--(BUSINESS WIRE)--Sep. 24, 2019-- 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Company (the “Issuer”) to purchase for cash (the “Tender Offer”) any validly tendered (and not subsequently validly withdrawn) notes up to a combined aggregate purchase price (excluding accrued and unpaid interest) of $2.5 billion (the “Maximum Tender Amount”) of its outstanding 3.500% senior notes due June 2022 (the “June 2022 Notes”), 3.500% senior notes due July 2022 (the “July 2022 Notes”), 4.000% senior notes due 2023 (the “2023 Notes”) and 4.875% second lien senior secured notes due 2025 (the “2025 Notes” and, together with the June 2022 Notes, the July 2022 Notes and the 2023 Notes, the “Notes” and each, a “Series” of Notes) and the Issuer election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below), to make payment for such Notes on September 26, 2019 (the “Early Settlement Date”).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 September 11, 2019, as amended by a supplement dated September 11, 2019 (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 $1.0 billion aggregate principal amount of its 3.750% senior notes due 2030, $500 million aggregate principal amount of its 4.625% senior notes due 2039 and $1.5 billion aggregate principal amount of its 4.875% senior notes due 2049 that commenced and priced on September 11, 2019, on terms and subject to conditions reasonably satisfactory to Kraft Heinz, as well as other customary conditions.

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 Deadline (as defined in the Offer to Purchase) or (iv) otherwise amend the Tender Offer in any respect.

According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer, $880,616,000 aggregate principal amount of the June 2022 Notes, $554,139,000 aggregate principal amount of the July 2022 Notes, $761,869,000 aggregate principal amount of the 2023 Notes, and $706,700,000 aggregate principal amount of the 2025 Notes, were validly tendered prior to the Early Tender Time and not validly withdrawn.

The following table indicates, among other things, the principal amount of Notes validly tendered (and not subsequently validly withdrawn) as of the Early Tender Time: