PITTSBURGH--()--H.J. Heinz Company (NYSE: HNZ) (“Heinz”) announced today that its subsidiary H.J. Heinz Finance Company (“Heinz Finance”) has commenced a consent solicitation with respect to the 7.125% Guaranteed Notes Due 2039 (CUSIP No. 42307T AH1) issued by Heinz Finance and fully, unconditionally and irrevocably guaranteed by Heinz (the “Notes”).
Heinz Finance is soliciting consents from holders of record as of 5:00 p.m., New York City time, on March 12, 2013 (such date and time, the “Record Date”) to (a) amend the definition of “Change of Control” contained in the Notes, (b) add a definition of “Permitted Holder” to the Notes and (c) add to, amend, supplement and change certain other defined terms in the Notes related to the foregoing (collectively, the “Proposed Amendments”). The Proposed Amendments will be effected by a supplemental indenture (the “Supplemental Indenture”) to the Indenture governing the Notes, dated as of July 6, 2001 (as supplemented or amended, the “Indenture”), by and among Heinz Finance, Heinz, as guarantor and The Bank of New York Mellon, as trustee (the “Trustee”).
The effect of the Proposed Amendments will be to waive Heinz Finance’s obligation under the Notes to make a change of control offer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, upon consummation of Heinz’s pending merger with Hawk Acquisition Sub, Inc., an entity affiliated with Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the “Merger”).
Heinz Finance is offering to pay each holder of record as of the Record Date who validly delivers and does not validly revoke its consent on or prior to the Expiration Date (as defined below) a cash payment of $10.00 for each $1,000 in aggregate principal amount of Notes for which a consent is validly delivered, subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes.
Heinz expects that, promptly after receipt of the requisite consents at or prior to the Expiration Date, Heinz, Heinz Finance and the Trustee will execute the Supplemental Indenture giving effect to the Proposed Amendments. Holders will not be able to revoke their consents after the execution of the Supplemental Indenture (such time, the “Effective Time”). Holders should note that the Effective Time may be prior to the Expiration Date and holders will not be given prior notice of such Effective Time.
The consent solicitation will expire at 5:00 p.m., New York City time, on March 21, 2013 (as such date may be extended by Heinz Finance in its sole discretion) (the “Expiration Date”). Payment of the consent fee will be made promptly after the Supplemental Indenture is executed and all other conditions to the consent solicitation are satisfied or waived. Heinz Finance in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time, whether or not the requisite consents have been received. Except for the Proposed Amendments, all of the existing terms of the Notes and the indenture under which the Notes were issued will remain unchanged. The effectiveness of the Proposed Amendments is not a condition to the completion of the Merger.
This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read Heinz Finance’s Consent Solicitation Statement, dated March 13, 2013, and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. Neither Heinz nor Heinz Finance makes any recommendation as to whether or not any holder should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the solicitation agents, Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect), or J.P. Morgan at (866) 834-4660 (toll free) or (212) 834-4811 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the information agent, D.F. King & Co., Inc., by calling (800) 758-5880 (toll free), (212) 269-5550 (collect) or (212) 709-3328 for banks and brokers or by email at Heinz@dfking.com.
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents 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 solicitation under applicable state or foreign securities or “blue sky” laws.
Cautionary Statement Regarding Forward-Looking Statements
This press release and our other public pronouncements contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,” “expects,” “anticipates,” “believes,” “estimates” or similar expressions and include our expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, as well as anticipated reductions in spending. These forward-looking statements reflect management’s view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz’s control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from such statements include, but are not limited to:
- the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with an entity formed by Berkshire Hathaway and 3G Capital,
- the failure to receive, on a timely basis or otherwise, the required approvals by Heinz’s shareholders and government or regulatory agencies with regard to the merger agreement,
- the risk that a closing condition to the merger agreement may not be satisfied,
- the failure of the buyer to obtain the necessary financing in connection with the merger agreement,
- the ability of Heinz to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the consummation of the proposed merger agreement,
- sales, volume, earnings, or cash flow growth,
- general economic, political, and industry conditions, including those that could impact consumer spending,
- competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, and energy costs,
- competition from lower-priced private label brands,
- increases in the cost and restrictions on the availability of raw materials, including agricultural commodities and packaging materials, the ability to increase product prices in response, and the impact on profitability,
- the ability to identify and anticipate and respond through innovation to consumer trends,
- the need for product recalls,
- the ability to maintain favorable supplier and customer relationships, and the financial viability of those suppliers and customers,
- currency valuations and devaluations and interest rate fluctuations,
- changes in credit ratings, leverage, and economic conditions and the impact of these factors on our cost of borrowing and access to capital markets,
- our ability to effectuate our strategy, including our continued evaluation of potential opportunities, such as strategic acquisitions, joint ventures, divestitures, and other initiatives, our ability to identify, finance, and complete these transactions and other initiatives, and our ability to realize anticipated benefits from them,
- the ability to successfully complete cost reduction programs and increase productivity,
- the ability to effectively integrate acquired businesses,
- new products, packaging innovations, and product mix,
- the effectiveness of advertising, marketing, and promotional programs,
- supply chain efficiency,
- cash flow initiatives,
- risks inherent in litigation, including tax litigation,
- the ability to further penetrate and grow and the risk of doing business in international markets, particularly our emerging markets; economic or political instability in those markets, strikes, nationalization, and the performance of business in hyperinflationary environments, in each case such as Venezuela; and the uncertain global macroeconomic environment and sovereign debt issues, particularly in Europe,
- changes in estimates in critical accounting judgments and changes in laws and regulations, including tax laws,
- the success of tax planning strategies,
- the possibility of increased pension expense and contributions and other people-related costs,
- the potential adverse impact of natural disasters, such as flooding and crop failures, and the potential impact of climate change,
- the ability to implement new information systems, potential disruptions due to failures in information technology systems, and risks associated with social media,
- with regard to dividends, dividends must be declared by the Board of Directors and will be subject to certain legal requirements being met at the time of declaration, as well as our Board’s view of our anticipated cash needs, and
- other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in Heinz’s Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and reports on Forms 10-Q thereafter.
The forward-looking statements are based on management’s current views and assumptions regarding future events and speak only as of their dates. Heinz undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.
ABOUT HEINZ: H.J. Heinz Company, offering “Good Food Every Day”™ is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or “on-the-go.” Heinz is a global family of leading branded products, including Heinz® Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz’s total sales), Ore-Ida® potato products, Weight Watchers® Smart Ones® entrées, T.G.I. Friday’s® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic brands on six continents, showcased by Heinz® Ketchup, The World’s Favorite Ketchup®.
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