Kraft Heinz Announces Early Tender Participation Results

Aggregate Purchase Price of Certain of Its Outstanding Notes

PITTSBURGH & CHICAGO–(BUSINESS WIRE)–The Kraft Heinz Company  today announced the early tender participation results, as of 5:00 p.m., New York City time, on March 5, 2021 of the previously announced cash tender offer by its 100% owned operating subsidiary Kraft Heinz Foods Company to purchase for cash  any validly tendered (and not subsequently validly withdrawn) notes up to the maximum combined aggregate purchase price of $1.0 billion, including principal and premium but excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 3.500% Senior Notes due June 2022 (the “June 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 June 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 Kraft Heinz also announced that, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, the Issuer has elected to have an early settlement date to make payment for such Notes on March 9, 2021.

The Tender Offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated February 22, 2021 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meanings given to them in the Offer to Purchase.

Consummation of the Tender Offer and payment for the tendered Notes are subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase.

The deadline to withdraw Notes tendered in the Tender Offer was 5:00 p.m., New York City time, on March 5, 2021, which deadline has not been extended. Accordingly, previously tendered Notes may no longer be withdrawn, except where additional withdrawal rights are required by law.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 aggregate 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

50077LAK2 /

US50077LAK26

(144A):

423074AX1 /

US423074AX14

(Reg S):

U42314AD3 /

USU42314AD35

3.950% Senior Notes due July 2025

1

$811,583,000

$811,583,000

$797,122,000

100.0%

50077LAD8 /

US50077LAD82

(144A):

50077LAC0 /

US50077LAC00

(Reg S):

U5009LAB6 /

USU5009LAB63

3.000% Senior Notes due June 2026

2

$1,185,335,000

$87,836,000

$1,912,164,000

7.5%

As the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeded the Maximum Tender Amount, the June 2026 Notes that were accepted for purchase by the Issuer were prorated so as to accept the maximum principal amount of the June 2026 Notes that did not result in the aggregate purchase price of the Notes accepted for purchase exceeding the Maximum Tender Amount. Since the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Time exceeds the Maximum Tender Amount, the Issuer will not accept for purchase any of the June 2023 Notes or any of the June 2022 Notes, and the Issuer will not accept for purchase any Notes tendered after the Early Tender Time.

Kraft Heinz has engaged Barclays, Citigroup, Deutsche Bank Securities, Goldman Sachs & Co. LLC, HSBC, Mizuho Securities, and Morgan Stanley 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 Barclays at +1 (800) 438-3242 (toll free) or +1 (212) 528-7581 (collect).

Neither the Issuer, nor Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation, the Trustee 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 that 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, the Holder should 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

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.

Contacts

Michael Mullen (media)
Michael.Mullen@kraftheinz.com

Christopher Jakubik, CFA (investors)
ir@kraftheinz.com