Kraft Heinz offers to buy notes from 12 series for up to $2 billion

By Wendy Van Sickle

Columbus, Ohio, Nov. 18 – Kraft Heinz Co. announced that 100% owned subsidiary Kraft Heinz Foods Co. has started a cash tender offer for up to $2 billion aggregate purchase price, excluding interest, of notes from 12 series, according to a press release on Thursday.

The company is offering to purchase from the following series of notes, with the hypothetical total considerations based on $1,000-par notes, listed in acceptance priority order:

• $631,263,000 outstanding 3½% senior notes due June 2022 (Cusips: 50076QAZ9, 50076QAF3, U5009CAC4) with pricing based on the 0.375% U.S. Treasury note due Oct. 31, 2023 minus 35 basis points for a hypothetical total consideration of $1,187.50;

• $725,402,000 outstanding of 4 5/8% senior notes due January 2029 (Cusip: 50077LAT3) with pricing based on the 1.375% U.S. Treasury note due Nov. 15, 2031 plus 65 bps for a hypothetical total consideration $1,149.14;

• $1.35 billion outstanding of 4¼% senior notes due March 2031 (Cusip: 50077LBF2) with pricing based on the 1.375% U.S. Treasury note due Nov. 15, 2031 plus 90 bps for a hypothetical total consideration $1,137.73;

• $370.95 million outstanding of 6¾% senior notes due March 2032 (Cusip: 42307TAG3) with pricing based on the 1.375% U.S. Treasury note due Nov. 15, 2031 plus 95 bps for a hypothetical total consideration $1,374.55;

• $784,458,000 outstanding of 5% senior notes due July 2035 (Cusip: 50077LAL0) with pricing based on the 1.375% U.S. Treasury note due Nov. 15, 2031 plus 110 bps for a hypothetical total consideration $1,249.08;

• $706,379,000 outstanding of 6½% senior notes due February 2040 (Cusips: 50076QAN6, 50076QAM8, 50076QAL0, U5009CAE0) with pricing based on the 1.75% U.S. Treasury note due Aug. 15, 2041 plus 120 bps for a hypothetical total consideration $1,439.38;

• $1,531,918,000 outstanding of 5% senior notes due June 2042 (Cusips: 50076QAE6, 50076QAC0, U5009CAB6) with pricing based on the 1.75% U.S. Treasury note due Aug. 15, 2041 plus 125 bps for a hypothetical total consideration $1,247.82;

• $1,810,696,000 outstanding of 5.2% senior notes due July 2045 (Cusips: 50077LAM8, 423074AV5, U42314AC5) with pricing based on the 2% U.S. Treasury note due Aug. 15, 2051 plus 135 bps for a hypothetical total consideration $1,289.48;

• $810,759,000 outstanding of 6 7/8% senior notes due January 2039 (Cusips: 50076QAR7, 50076QAP1, 50076QAQ9) with pricing based on the 1.75% U.S. Treasury note due Aug. 15, 2041 plus 110 bps for a hypothetical total consideration $1,486.45;

• $859,264,532 of 7 1/8% senior notes due August 2039 (Cusip: 42307TAH1) with pricing based on the 1.75% U.S. Treasury note due Aug. 15, 2041 plus 110 bps for a hypothetical total consideration $1,530.96;

• $800 million of 5½% senior notes due June 2050 (Cusips: 50077LBJ4, 50077LBG0, U5009LBC3) with pricing based on the 2% U.S. Treasury note due Aug. 15, 2051 plus 150 bps for a hypothetical total consideration $1,347.60; and

• $1.5 billion of 4 7/8% senior notes due October 2049 (Cusips: 50077LAZ9, 50077LAY2, U5009LAZ3) with pricing based on the 2% U.S. Treasury note due Aug. 15, 2051 plus 145 bps for a hypothetical total consideration $1,243.81.

The hypothetical total considerations are as of 10 a.m. ET on Nov. 17.

In each case, the total consideration includes an early tender premium of $30 per $1,000 principal amount that will be paid only to holders who tender by the early deadline, 5 p.m. ET on Dec. 2.

The actual considerations will be set at 10 a.m. ET on Dec. 3.

The offers will expire at 11:59 p.m. ET on Dec. 16, also the withdrawal deadline.

Early settlement, if the issuer chooses to have an early settlement, is expected on Dec. 6. Final settlement is expected on Dec. 20.

The purchase prices will also include accrued and unpaid interest to the settlement date.

The offer may be subject to proration if the cap is exceeded.

Kraft Heinz has engaged Citigroup Global Markets Inc. (800 558-3745, 212 723-6106), Morgan Stanley & Co. LLC (800 624-1808 or 761 834-1057) and RBC Capital Markets, LLC (877 381-2099 or 212 618-7843) to act as lead dealer managers.

Barclays, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Santander Investment Securities Inc., SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are co-dealer managers.

Global Bondholder Services Corp. (866 470-3800, 212 430-3774, https://www.gbsc-usa.com/kraftheinzcompany) is the tender agent and information agent for the offers.

The food and beverage company has headquarters in Pittsburgh and Chicago.

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