01—Abstract
Summary
Summary of the 8-K filed May 21, 2026. Cited figures are marked; the original filing is the authoritative source.
The Kraft Heinz Company (KHC) reported on Form 8-K that its wholly owned subsidiary, Kraft Heinz Foods Company, issued €500,000,000 of 3.500%a Senior Notes due 2031 and €500,000,000 of 3.950% Senior Notes due 2034 on May 21, 2026.
The notes were issued under an effective shelf registration statement, are guaranteed on a senior basis by The Kraft Heinz Company, and the net proceeds are intended to fund the purchase of the 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 tendered in a concurrent tender offer, with any excess used for general corporate purposes, which may include debt repayment. The same day, the issuer announced early tender results and pricing for its cash tender offer for up to $1.1 billionb aggregate purchase price (excluding accrued interest) of the two series of notes. As of the Early Tender Time, holders had tendered $1,751,829,000 of the 2046 Notes (against $2,786,174,000 outstanding) and $822,568,000 of the 2049 Notes (against $1,450,000,000 outstanding).
Because tenders of the 2046 Notes exceeded the maximum amount, the issuer accepted $1,379,414,000c of 2046 Notes on a prorated basis, using a proration factor of approximately 78.77%, and accepted no 2049 Notes at the early tender stage. The 2046 Notes carry a total consideration of $797.44 per $1,000 principal amount, including a $30 early tender premium.
Early settlement for accepted tendered notes is scheduled for May 26, 2026, and the tender offer expires June 5, 2026 unless extended or terminated. The filing states that the company makes no recommendation to holders regarding whether to tender.
02—Key points
Key Highlights
- Kraft Heinz Foods Company issued €500 million of 3.500% Senior Notes due 2031 and €500 million of 3.950% Senior Notes due 2034 on May 21, 2026, guaranteed by The Kraft Heinz Company.
- Net proceeds are earmarked to fund a concurrent cash tender offer for the 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049, with any excess for general corporate purposes, which may include debt repayment.
- The tender offer's maximum combined aggregate purchase price is $1.1 billion, excluding accrued and unpaid interest.
- Holders tendered $1,751,829,000 of the 2046 Notes and $822,568,000 of the 2049 Notes as of the Early Tender Time of 5:00 p.m. New York City time on May 20, 2026.
- The issuer accepted $1,379,414,000 of 2046 Notes at a proration factor of approximately 78.77%, and did not accept any 2049 Notes at the early tender stage.
- The 2046 Notes' total consideration is $797.44 per $1,000 principal amount, including a $30 early tender premium, with early settlement on May 26, 2026.
- The tender offer expires June 5, 2026, unless extended or terminated, and the issuer may amend the offer in its sole discretion.
03—Questions
Frequently Asked Questions
What debt did Kraft Heinz issue on May 21, 2026?
Kraft Heinz Foods Company, a 100% owned subsidiary, issued €500,000,000 of 3.500% Senior Notes due May 21, 2031 and €500,000,000 of 3.950% Senior Notes due May 21, 2034. The notes are guaranteed on a senior basis by The Kraft Heinz Company and pay interest annually on May 21, beginning in 2027.
Why did Kraft Heinz issue these notes?
The issuer intends to use the net proceeds to fund the purchase of its 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 tendered in a concurrent tender offer, along with accrued interest. Any excess proceeds will be used for general corporate purposes, which may include repaying outstanding indebtedness.
How much of the 2046 and 2049 Notes were tendered and accepted?
As of the Early Tender Time, holders tendered $1,751,829,000 of the 2046 Notes and $822,568,000 of the 2049 Notes. The issuer accepted $1,379,414,000 of the 2046 Notes, prorated at about 78.77%, and did not accept any 2049 Notes at the early stage because the 2046 Notes were prioritized.
When will tendered notes be paid and when does the tender offer end?
Early settlement for accepted notes tendered by the Early Tender Time is scheduled for May 26, 2026. The tender offer expires at 5:00 p.m. New York City time on June 5, 2026, unless extended with respect to a series or terminated earlier.
Can holders withdraw notes they have already tendered?
No. The withdrawal deadline was 5:00 p.m. New York City time on May 20, 2026, and was not extended, so tendered notes may no longer be withdrawn except in limited circumstances where additional withdrawal rights are required by law.
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