Kraft Heinz Announces Pricing Terms and the Accepted Tender Amounts for the Cash Tender Offer for Up To $1.1 Billion Aggregate Purchase Price of Certain of Its Outstanding Notes

Key Terms

cash tender offer financial

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

offer to purchase regulatory

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

reference treasury security financial

A reference treasury security is a specific government bond or bill chosen as the benchmark for valuing or comparing another debt instrument. Think of it like a standard weight on a scale: investors use its yield and price as the baseline to measure risk, set interest spreads, and discount future payments, so changes in that benchmark directly affect how other bonds and interest-sensitive assets are priced.

fixed spread financial

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

early tender premium financial

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

dealer managers financial

Dealer managers are professionals or firms that coordinate and oversee the process of issuing new securities, such as bonds or stocks, on behalf of companies or governments. They help ensure the offering runs smoothly, find investors, and set the initial price or terms. For investors, dealer managers matter because they influence how efficiently new investments are introduced and how fairly they are priced.

tender offer financial

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

PITTSBURGH & CHICAGO--(BUSINESS WIRE)-- The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the pricing terms and the accepted tender amounts in respect of the previously announced offer by Kraft Heinz Foods Company, its 100% owned subsidiary (the “Issuer”), to purchase for cash (the “Tender Offer”) up to the maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and its 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Notes” and each, a “Series” of Notes), from each registered holder of the Notes (the “Holders”), pursuant to the terms and subject to the conditions set forth in the offer to purchase dated May 7, 2026 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meaning given in the Offer to Purchase.

The applicable total consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase (the “Total Consideration”) was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread (as defined below) for the applicable Series specified below over the applicable Reference Yield (as defined below) based on the bid-side price of the applicable Reference Treasury Security specified below, as calculated by the Dealer Managers (as defined below), today at 10:00 a.m. New York City time.

CUSIP No. / ISIN	Title of Security	Acceptance Priority Level	Reference Treasury Security	Reference Yield	Bloomberg Reference Page	Fixed Spread (bps)	Early Tender Premium(1)(2)	Total Consideration(1)
50077L AB2 / US50077LAB27 (144A): 50077L AA4 / US50077LAA44 (Reg S): U5009L AA8 / USU5009LAA80	4.375% Senior Notes due June 2046	1	4.625% U.S. Treasury due Feb. 15, 2046	5.148%	FIT1	+100	$30	$797.44
50077L AZ9 / US50077LAZ94 (144A): 50077L AY2 / US50077LAY20 (Reg S): U5009LAZ3 / USU5009LAZ32	4.875% Senior Notes due October 2049	2	4.625% U.S. Treasury due Feb. 15, 2046	N/A	FIT1	+116	$30	N/A

(1)	The Total Consideration for each Series validly tendered prior to or at the applicable Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Premium (as defined below).
(2)	Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase (the “Early Tender Premium”).

Because the maximum combined aggregate purchase price, excluding accrued and unpaid interest, of the 2046 Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 20, 2026 (the “Early Tender Time”), exceeded the Maximum Tender Amount, the Issuer accepts for purchase $1,379,414,000 in aggregate principal amount of the 2046 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (representing approximately 49.51% of the aggregate principal amount of 2046 Notes outstanding), using a proration factor of approximately 78.77% in accordance with the terms and subject to the conditions set forth in the Offer to Purchase, so that the maximum principal amount of the 2046 Notes accepted for purchase does not result in the maximum combined aggregate purchase price (excluding accrued and unpaid interest) exceeding the Maximum Tender Amount. The Issuer will not accept for purchase any of the 2049 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, or any Notes tendered after the Early Tender Time. Notes tendered and not accepted for purchase will be promptly returned or credited to the applicable Holder’s account.

The Issuer will pay Holders who validly tendered and did not validly withdraw their 2046 Notes at or prior to the Early Tender Time, and whose 2046 Notes have been accepted for purchase, the applicable Total Consideration, inclusive of the applicable Early Tender Premium, as set forth in the table above.

Settlement for the 2046 Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will occur on May 26, 2026 (the “Early Settlement Date”), the third business day after the Early Tender Time.

The Tender Offer will expire at 5:00 p.m. New York City time, on June 5, 2026, unless extended with respect to a Series of Notes (such time and date, as they may be extended, the “Expiration Time”) or earlier terminated as described in the Offer to Purchase.

Kraft Heinz has engaged BofA Securities, Inc. (“BofA Securities”), Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank Securities”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Tender Offer and has appointed Global Bondholder Services Corporation to serve as the Tender Agent and Information Agent for the Tender Offer. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone at (855) 654-2015 (toll free) or (212) 430-3774 (for banks and brokers). Questions regarding the terms of the Tender Offer should be directed to BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect); Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); Deutsche Bank Securities at (866) 627-0391 (toll-free) or (212) 250-2955 (collect); or Goldman Sachs at (800) 828-3182 (toll-free) or (212) 357-1452 (collect).

None of the Issuer, Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation, the Trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any Holder on the basis of this press release. The terms and conditions of the Tender Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Tender Offer. The Tender Offer 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 offer or solicitation under applicable securities or blue sky laws. If any Holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

ABOUT THE KRAFT HEINZ COMPANY

Kraft Heinz (Nasdaq: KHC) is one of the world’s largest food and beverage companies, with approximately $25 billion in net sales in 2025 and a portfolio of iconic brands enjoyed by consumers in more than 40 countries. By investing in our capabilities and brands, including Heinz, Kraft, Philadelphia, Primal Kitchen, and Lunchables, we are unlocking the full power of our portfolio. We deliver high‑quality, great‑tasting, and affordable food for the consumers of today, while shaping the future of food.

Forward-Looking Statements

This press release contains certain statements that may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “could,” “should,” “will,” “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the anticipated timing and completion of the Tender Offer; the expected aggregate principal amount of Notes to be purchased in the Tender Offer; and any other statements regarding the plans, expectations, or intentions with respect to the Tender Offer.

These forward-looking statements reflect management’s current expectations, estimates and assumptions, and are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond Kraft Heinz’s control. Such risks, uncertainties, and other factors include, but are not limited to: Kraft Heinz’s ability to consummate the Tender Offer on the terms and conditions or the timeline described in the Offer to Purchase, or at all; the satisfaction or waiver of the conditions to the Tender Offer; changes in laws, regulations, or regulatory interpretations that may affect Kraft Heinz’s ability to consummate the Tender Offer; the aggregate principal amount of Notes of each series ultimately tendered and the level of participation of Holders in the Tender Offer; the timing of the settlement of the Tender Offer; and volatility of capital markets and other macroeconomic factors. For additional information on other factors that could affect the Kraft Heinz’s forward-looking statements, see Kraft Heinz’s risk factors, as they may be amended from time to time, set forth in its filings with the Securities and Exchange Commission (the “SEC”). Any forward-looking statement made in this press release speaks only as of the date hereof and is expressly qualified in its entirety by the cautionary statements set forth herein and the risk factors and other cautionary statements contained in Kraft Heinz’s filings with the SEC. Kraft Heinz disclaims and does not undertake any obligation to update, revise, or withdraw any forward-looking statement in this press release, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on any forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260521985970/en/

Kraft Heinz Media Team (media)
media@kraftheinz.com

Anne-Marie Megela (investors)
Anne-Marie.Megela@kraftheinz.com

Source: Heinz