Kraft Heinz Announces Completion of Exchange Offer

The Kraft Heinz Company (Nasdaq: KHC) (“Kraft Heinz”) and its 100% owned subsidiary Kraft Heinz Foods Company (the “Issuer”) announced today the final results of the Issuer’s offer to exchange certain of the Issuer’s outstanding unregistered notes for new registered notes (the “Exchange Offer”). Under the Exchange Offer, the Issuer offered to exchange up to (i) $1,000,000,000 aggregate principal amount of new 3.750% Senior Notes due 2030, (ii) $500,000,000 aggregate principal amount of new 4.625% Senior Notes due 2039, (iii) $1,500,000,000 aggregate principal amount of new 4.875% Senior Notes due 2049, (iv) $1,350,000,000 aggregate principal amount of new 3.875% Senior Notes due 2027, (v) $1,350,000,000 aggregate principal amount of new 4.250% Senior Notes due 2031, and (vi) $800,000,000 aggregate principal amount of new 5.500% Senior Notes due 2050 (collectively, the “Exchange Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its unregistered (i) outstanding $1,000,000,000 aggregate principal amount of 3.750% Senior Notes due 2030 (the “Outstanding 2030 Notes”), (ii) outstanding $500,000,000 aggregate principal amount of 4.625% Senior Notes due 2039 (the “Outstanding 2039 Notes”), (iii) outstanding $1,500,000,000 aggregate principal amount of 4.875% Senior Notes due 2049 (the “Outstanding 2049 Notes”), (iv) outstanding $1,350,000,000 aggregate principal amount of 3.875% Senior Notes due 2027 (the “Outstanding 2027 Notes”), (v) outstanding $1,350,000,000 aggregate principal amount of 4.250% Senior Notes due 2031 (the “Outstanding 2031 Notes”), and (vi) outstanding $800,000,000 aggregate principal amount of 5.500% Senior Notes due 2050 (the “Outstanding 2050 Notes” and, together with the Outstanding 2030 Notes, the Outstanding 2039 Notes, the Outstanding 2049 Notes, the Outstanding 2027 Notes, and the Outstanding 2031 Notes, the “Outstanding Notes”). The terms of the Exchange Notes are substantially identical to the terms of the respective series of the Outstanding Notes, except that the Exchange Notes have been registered under the Securities Act, and certain transfer restrictions, registration rights, and additional interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes.

The Exchange Offer expired at 5:00 p.m. New York City time, on January 19, 2021 (the “Expiration Date”). As of the Expiration Date, (i) $996,311,000, or 99.63%, of the aggregate principal amount of Outstanding 2030 Notes, (ii) $497,924,000, or 99.58%, of the aggregate principal amount of Outstanding 2039 Notes, (iii) $1,499,500,000, or 99.97%, of the aggregate principal amount of Outstanding 2049 Notes, (iv) $1,349,375,000, or 99.95%, of the aggregate principal amount of Outstanding 2027 Notes, (v) $1,350,000,000, or 100.00%, of the aggregate principal amount of Outstanding 2031 Notes, and (vi) $796,197,000, or 99.52%, of the aggregate principal amount of Outstanding 2050 Notes, had been validly tendered and not validly withdrawn.

The Issuer accepted all of the Outstanding Notes which were tendered and not validly withdrawn as of the Expiration Date and issued a like principal amount of Exchange Notes in exchange for such Outstanding Notes. Kraft Heinz and the Issuer did not receive any proceeds from the Exchange Offer. The settlement of the Exchange Offer occurred on January 21, 2021.

ADDITIONAL INFORMATION

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, nor is it an offer to exchange or sell, or a solicitation of an offer to buy or exchange, the Exchange Notes. The Exchange Offer was made solely pursuant to the prospectus dated December 17, 2020, including any supplements thereto, and the related letter of transmittal. Copies of these documents have been filed with the Securities and Exchange Commission. The Exchange Offer was not made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.

ABOUT THE KRAFT HEINZ COMPANY

We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious. Consumers are at the center of everything we do. With 2019 net sales of approximately $25 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale. We leverage our scale and agility to unleash the full power of Kraft Heinz across a portfolio of six consumer-driven product platforms. As global citizens, we’re dedicated to making a sustainable, ethical impact while helping feed the world in healthy, responsible ways. Learn more about our journey by visiting www.kraftheinzcompany.com or following us on LinkedIn and Twitter.

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