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Heinz Announces Successful Completion of its Consent Solicitation with Respect to 7.125% Guaranteed

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By Business Wirevia The Motley Fool

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Heinz Announces Successful Completion of its Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039

PITTSBURGH–(BUSINESS WIRE)– H.J. Heinz Company (NYS: HNZ) (“Heinz”) announced today that its subsidiary H.J. Heinz Finance Company (“Heinz Finance“) has received the consents necessary to effect certain amendments (the “Amendments”) 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”).

The Amendments (a) amend the definition of “Change of Control” contained in the Notes and (b) add a definition of “Permitted Holder” to the Notes. The effect of the Amendments is 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”), and to make certain other changes to the definition of “Change of Control”. The effectiveness of the Amendments is not a condition to the completion of the Merger, although the Merger remains subject to shareholder and regulatory approvals and other customary closing conditions.

Heinz Finance received the consents of holders of a majority of the aggregate principal amount of the Notes prior to the expiration time of 5:00 p.m., New York City time, on March 21, 2013. As a result, Heinz Finance, Heinz and The Bank of New York Mellon (“the Trustee”) have entered into the First Supplemental Indenture to the Indenture, dated as of July 6, 2001, by and among Heinz Finance, Heinz, as guarantor, and the Trustee, which effects the Amendments.

Heinz Finance will make cash payments of $10.00 for each $1,000 in aggregate principal amount of Notes for which a consent was validly delivered in accordance with the terms and conditions of the Consent Solicitation Statement, dated March 13, 2013, as amended by Supplement No. 1 to the Consent Solicitation Statement, dated March 18, 2013.

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 Amendments or any securities.

Cautionary Statement Regarding Forward-Looking Statements

This press release and our other public pronouncements contain forward-looking …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Heinz Announces Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039

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By Business Wirevia The Motley Fool

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Heinz Announces Consent Solicitation with Respect to 7.125% Guaranteed Notes Due 2039

PITTSBURGH–(BUSINESS WIRE)– H.J. Heinz Company (NYS: 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.

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Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc.

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By Business Wirevia The Motley Fool

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Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc.

PITTSBURGH–(BUSINESS WIRE)– H.J. Heinz Company (NYS: HNZ) (“Heinz”) announced that Hawk Acquisition Sub, Inc. (“Merger Sub“), an entity formed by Berkshire Hathaway Inc. and 3G Capital Partners Ltd. (the “Investors”) intends, subject to market conditions, to offer $2,100 million in aggregate principal amount of its second lien senior secured notes due 2020 (the “notes”). The notes are being issued to provide a portion of the financing for the previously announced merger of Merger Sub with and into Heinz, with Heinz surviving the merger (the “Acquisition”).

Merger Sub and the Investors expect that the net proceeds of the offering will be used to finance a portion of the cash consideration for the Acquisition. Merger Sub intends to deposit the gross proceeds of the offering into a segregated escrow account until the date that certain conditions, including the completion of the Acquisition, have been satisfied. Upon consummation of the Acquisition, Heinz will assume all of the obligations of Merger Sub under the notes and certain of Heinz’s existing and future direct and indirect wholly owned domestic restricted subsidiaries will guarantee the notes.

The notes and the related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act“), and outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 …read more
Source: FULL ARTICLE at DailyFinance