H.J. Heinz Company (NYSE: 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.