On February 27, 2024, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “Guarantor”) issued €550,000,000
Senior Notes due 2029 (the “Notes”) pursuant to an effective shelf registration statement on Form
S-3
(Registration
No. 333-275255),
as filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “SEC”) on November 1, 2023 and declared effective by the SEC on November 15, 2023. The Notes are guaranteed on a senior basis by the Guarantor. On February 29, 2024, the Issuer and the Guarantor filed with the SEC a prospectus supplement dated February 27, 2024 in connection with the public offering of the Notes.
The Notes were issued pursuant to an Indenture, dated as of July 1, 2015, among the Issuer, the Guarantor, and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture, dated as of March 1, 2024, by and among the Issuer, the Guarantor and the Trustee (the “Eleventh Supplemental Indenture”).
The Issuer intends to use the proceeds from the Notes for general corporate purposes, which may include repayment of outstanding indebtedness. The Notes will mature on March 15, 2029. Interest on the Notes will be payable annually on March 15 of each year, beginning on March 15, 2024.
For a complete description of the terms and conditions of the offering, the Notes, and the Eleventh Supplemental Indenture, please refer to copies of the Eleventh Supplemental Indenture and the Form of Note, which are filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated by reference herein.
| Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report with respect to the issuance of the Notes is incorporated by reference herein.
In connection with the issuance and sale of the Notes, the Issuer and the Guarantor entered into an underwriting agreement (the “Underwriting Agreement”), dated February 27, 2024 with Barclays Bank PLC, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc, as representatives of the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase the Notes.
The description of the Underwriting Agreement in this Current Report is a summary and is qualified in its entirety by reference to the Underwriting Agreement. The Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
| Financial Statements and Exhibits. |
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| 1.1 | | Underwriting Agreement, dated February 27, 2024, among Kraft Heinz Foods Company, The Kraft Heinz Company, Barclays Bank PLC, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and the several underwriters named therein. |
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| 4.1 | | Eleventh Supplemental Indenture, dated as of March 1, 2024, relating to the €550,000,000 Senior Notes due 2029, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee. |
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| 4.2 | | Form of Note (included as Exhibit A to Exhibit 4.1). |
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| 5.1 | | Opinion of McGuireWoods LLP. |
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| 5.2 | | Opinion of Gibson, Dunn & Crutcher LLP. |
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| 23.1 | | Consent of McGuireWoods LLP (included in Exhibit 5.1). |
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| 23.2 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.2). |
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| 104 | | The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated February 27, 2024, formatted in inline XBRL. |
