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.
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.
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.
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.