01—Abstract
Summary
Summary of the 8-K filed May 7, 2026. Cited figures are marked; the original filing is the authoritative source.
On May 7, 2026, The Kraft Heinz Company (Nasdaq: KHC) announced that its 100% owned subsidiary, Kraft Heinz Foods Company, commenced a cash tender offer to purchase up to a maximum combined aggregate purchase price of $1.1 billiona, excluding accrued and unpaid interest, of its outstanding 4.375% Senior Notes due June 2046 and 4.875% Senior Notes due October 2049.
The 2046 Notes have $2,786,174,000b in principal outstanding and the 2049 Notes have $1,450,000,000 outstanding. The tender offer is made under an Offer to Purchase dated May 7, 2026. The 2046 Notes carry Acceptance Priority Level 1 and a fixed spread of +100 basis points over the 4.625% U.S. Treasury due February 15, 2046.
The 2049 Notes carry Acceptance Priority Level 2 and a fixed spread of +116 basis points over the same Treasury. Each series carries an early tender premium of $30c per $1,000 principal amount. Holders who tender by the Early Tender Time of 5:00 p.m.
New York City time on May 20, 2026 receive the Total Consideration, which includes the premium. Holders who tender after that time and by the Expiration Time of 5:00 p.m. on June 5, 2026 receive only the Tender Offer Consideration, which is the Total Consideration minus the premium. If the offer is fully subscribed by the Early Tender Time, later tenders will not be accepted.
Consummation of the tender offer is subject to conditions, including receipt of proceeds from a new senior unsecured notes offering on terms satisfactory to the Issuer. The Issuer may waive this Financing Condition in its sole discretion. The Issuer may also extend, terminate, or amend the offer, or increase or waive the Maximum Tender Amount.
The filing states that the Issuer expects an Early Settlement Date of May 26, 2026, and a final settlement date of June 9, 2026. The Issuer has the option to choose the early settlement date.
02—Key points
Key Highlights
- Kraft Heinz Foods Company, a 100% owned subsidiary, launched a cash tender offer for up to $1.1 billion aggregate purchase price of its 4.375% Senior Notes due June 2046 and 4.875% Senior Notes due October 2049.
- The 2046 Notes have $2,786,174,000 principal outstanding and Acceptance Priority Level 1, with a fixed spread of +100 basis points over the 4.625% U.S. Treasury due February 15, 2046.
- The 2049 Notes have $1,450,000,000 principal outstanding and Acceptance Priority Level 2, with a fixed spread of +116 basis points over the same Treasury.
- Each series carries an early tender premium of $30 per $1,000 principal amount for notes tendered by the Early Tender Time of May 20, 2026.
- Consummation of the offer is conditioned on receipt of proceeds from a new senior unsecured notes offering, a Financing Condition the Issuer may waive in its sole discretion.
- The offer expires June 5, 2026 at 5:00 p.m. New York City time, with withdrawal rights until May 20, 2026, and pricing set for May 21, 2026.
- Early tenders are accepted in priority over later tenders, so holders who tender after the Early Tender Time may have their notes returned if the offer is fully subscribed.
03—Questions
Frequently Asked Questions
What is Kraft Heinz offering to do with these notes?
Kraft Heinz Foods Company, a 100% owned subsidiary of The Kraft Heinz Company, is offering to buy for cash up to $1.1 billion aggregate purchase price, excluding accrued and unpaid interest, of its 4.375% Senior Notes due June 2046 and 4.875% Senior Notes due October 2049.
How do holders receive the early tender premium?
Holders who validly tender and do not validly withdraw their notes by 5:00 p.m. New York City time on May 20, 2026 receive the Total Consideration, which includes a $30 per $1,000 principal amount early tender premium. Holders who tender after that time and by the June 5, 2026 expiration receive only the Tender Offer Consideration, which is the Total Consideration minus the premium.
What conditions must be met for the tender offer to close?
Completion and payment are subject to conditions described in the Offer to Purchase, including receipt of proceeds from a new senior unsecured notes offering on terms satisfactory to the Issuer. The Issuer may waive this Financing Condition in its sole discretion and may also extend, terminate, or amend the offer.
When will tendered notes be settled and paid?
For notes tendered by the Early Tender Time, the Issuer has the option to settle on an Early Settlement Date expected to be May 26, 2026. Notes tendered after the Early Tender Time and by the Expiration Time are expected to settle on June 9, 2026, unless extended. Accrued and unpaid interest is paid in addition to the consideration.
Who is managing the tender offer?
BofA Securities, Citigroup Global Markets, Deutsche Bank Securities, and Goldman Sachs & Co. LLC are the Dealer Managers. Global Bondholder Services Corporation is the Tender Agent and Information Agent. The filing states that no one involved is making a recommendation on whether holders should tender.
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