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Published on 6/18/2012 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Kraft Foods offers new notes in exchange for eight series of old notes

By Angela McDaniels

Tacoma, Wash., June 18 - Kraft Foods Inc. began exchange offers for its 6.5% notes due 2040, 6.875% notes due 2039, 6.875% notes due 2038, 7% notes due 2037, 6.5% notes due 2031, 5.375% notes due 2020, 6.125% notes due August 2018 and 6.125% notes due February 2018, according to a company news release.

The company is offering cash and new notes issued by subsidiary Kraft Foods Group, Inc. in the offers.

The subsidiary will issue up to $3.6 billion principal amount of new 6.5% notes due 2040, 6.875% notes due 2039, 5.375% notes due 2020 and 6.125% notes due 2018 in the exchange offers. It will issue no more than $900 million principal amount of each series of new notes.

The total consideration payable per $1,000 principal amount of existing notes accepted for exchange is noted in the table below. These amounts apply to notes tendered by the early tender date, 5 p.m. ET on June 29. Notes tendered after that but prior to the expiration date and accepted for exchange will equal the applicable total consideration less $50 principal amount of new notes.

The company will also pay accrued interest up to but excluding the settlement date.

The exchange offers will expire at 11:59 p.m. ET on July 16.

Each exchange offer is subject to the condition, among others, that it result in the issuance of least $250 million principal amount of new notes.

In addition, it is a term of each exchange offer that at least $250 million principal amount of that series of existing notes remain outstanding immediately following the completion of that offer. Consequently, Kraft Foods is offering to exchange only up to $500 million of its 6.875% notes due 2039, up to $750 million of its 6.875% notes due 2038, up to $500 million of its 7% notes due 2037 and up to $500 million of its 6.5% notes due 2031.

The new notes have not been registered with the Securities and Exchange Commission under the Securities Act of 1933 or any state or foreign securities laws. Only persons who certify that they are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or not U.S. persons and are outside of the United States within the meaning of Regulation S under the Securities Act can participate in the exchange offers.

The information agent is Global Bondholder Services Corp. (866 470-3900 or 212 430-3774).

Kraft is a Northfield, Ill.-based food company.

Kraft Foods exchange offer

Existing notesOutstanding amountPriority levelNew notesCash payment
6.5% notes due 2040$3 billionN/A$1,000 of 6.5% notes due 2040$30
6.875% notes due 2039$750 million1$1,000 of 6.875% notes due 2039$30
6.875% notes due 2038$1 billion2$1,000 of 6.875% notes due 2039$30
7% notes due 2037$750 million3$1,000 of 6.875% notes due 2039$30
6.5% notes due 2031$750 million4$982.50 of 6.875% notes due 2039N/A
5.375% notes due 2020$3.75 billionN/A$1,000 of 5.375% notes due 2020$20
6.125% notes due August 2018$1.25 billion1$1,000 of 6.125% notes due August 2018$20
6.125% notes due February 2018$2 billion2$1,000 of 6.125% notes due August 2018$10

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