H.J. Heinz Company (NYSE: 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.