Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2023, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “Guarantor”), issued €600,000,000 Floating Rate Senior Notes due 2025 (the “Notes”) pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-250081), as filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “SEC”) on November 13, 2020, as amended by Post-Effective Amendment No. 1 to Form S-3, filed with the SEC on February 16, 2022, as subsequently amended by Post-Effective Amendment No. 2 to Form S-3, filed with the SEC on February 17, 2022, and as further amended by Post-Effective Amendment No. 3 to Form S-3, filed with the SEC on May 25, 2022 and declared effective by the SEC on May 26, 2022. The Notes are guaranteed on a senior unsecured basis by the Guarantor. On May 9, 2023, the Issuer and the Guarantor filed with the SEC a prospectus supplement dated May 5, 2023 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 Tenth Supplemental Indenture, dated as of May 10, 2023, by and among the Issuer, the Guarantor and the Trustee (the “Tenth Supplemental Indenture”).
The Issuer intends to use the proceeds from the Notes for general corporate purposes. The Notes will mature on May 9, 2025. Interest on the Notes will be payable quarterly in arrears on February 9, May 9, August 9 and November 9 of each year, beginning on August 9, 2023.
For a complete description of the terms and conditions of the offering, the Notes, and the Tenth Supplemental Indenture, please refer to copies of the Tenth 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.
Item 2.03. 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.
Item 8.01. Other Events.
In connection with the issuance and sale of the Notes, the Issuer and the Guarantor entered into an underwriting agreement (the “Underwriting Agreement”), dated May 5, 2023 with Deutsche Bank AG, London Branch and the several underwriters named therein (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase the Notes, subject to certain terms and conditions.
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.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this Current Report on Form 8-K.
| | |
Exhibit No. | | Description |
| 1.1 | | Underwriting Agreement, dated May 5, 2023, among Kraft Heinz Foods Company, The Kraft Heinz Company, Deutsche Bank AG, London Branch, and the several underwriters named therein. |
| 4.1 | | Tenth Supplemental Indenture, dated as of May 10, 2023, relating to the €600,000,000 Floating Rate Senior Notes due 2025, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee. |
| 4.2 | | Form of Note (included as Exhibit A to Exhibit 4.1). |
| 5.1 | | Opinion of McGuireWoods LLP. |
| 5.2 | | Opinion of Gibson, Dunn & Crutcher LLP. |
| 23.1 | | Consent of McGuireWoods LLP (included in Exhibit 5.1). |
| 23.2 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.2). |
| 104 | | The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated May 10, 2023, formatted in inline XBRL. |
