H. J. Heinz begins change-of-control offers for six series of notes

By Marisa Wong

Madison, Wis., May 3 - H. J. Heinz Co. began on Friday change-of-control offers to purchase any and all of its outstanding 1½% notes due 2017, 2% notes due 2016, 2.85% notes due 2022, 3 1/8% notes due 2021, 5.35% notes due 2013 and 6.049% dealer remarketable securities due 2020, according to an 8-K filing with the Securities and Exchange Commission.

The company is offering to purchase the notes for cash equal to 101% of par or, in the case of the dealer remarketable securities, 115.509, plus accrued interest up to but excluding the settlement date.

Heinz also issued a notice of prepayment to holders of H. J. Heinz Finance Co.'s 2.11% guaranteed senior notes, series A, due May 26, 2014, 2.81% guaranteed senior notes, series B, due May 26, 2016, 3.53% guaranteed senior notes, series C, due May 26, 2018, 4.23% guaranteed senior notes, series D, due May 26, 2021, 2.86% guaranteed senior notes, series E, due July 14, 2016 and 3.55% guaranteed senior notes, series F, due July 14, 2018.

Holders of these private placement notes will receive cash equal to par plus accrued interest to the prepayment date, along with a make-whole amount.

The change-of-control offers and prepayments are being made in connection with and conditioned upon closing of Heinz's previously announced merger with Hawk Merger Holding Corp., an entity formed by Berkshire Hathaway and 3G Capital Partners Ltd.

Berkshire Hathaway and 3G's acquisition of Heinz is still subject to some closing conditions, including receipt of remaining regulatory approvals. The transaction is expected to close late in the second quarter or in the third quarter of 2013 but no earlier than June 3.

Heinz has indicated to holders of the private placement notes that the prepayment date is expected to be no earlier than June 3 and that the prepayment date will be extended until the date that the merger occurs. Similarly, the expiration date of the change-of-control offers will be extended until the acquisition closes.

Questions should be directed to Len Cullo, vice president and treasurer of Heinz at 412 456-5700.

Heinz is a Pittsburgh-based food product company.

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