H.J. Heinz Company (NYSE: 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.