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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/21 Kraft Heinz Co 8-K:7,9 2/22/21 11:200K Donnelley … Solutions/FA
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 22, 2021
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
Commission File Number: i 001-37482
|i Delaware||i 46-2078182|
(State or other jurisdiction
i One PPG Place, i Pittsburgh, i Pennsylvania i 15222
(Address of principal executive offices, including zip code)
i (412) i 456-5700
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, $0.01 par value||i KHC||i The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 7.01.|| |
Regulation FD Disclosure.
On February 22, 2021, Kraft Heinz Foods Company (the “Issuer”), a 100% owned subsidiary of The Kraft Heinz Company, commenced an offer (the “Tender Offer”) to purchase, for cash, up to a maximum combined aggregate purchase price of $1.0 billion, including principal and premium but excluding accrued and unpaid interest, of its outstanding 3.500% Senior Notes due June 2022, 4.000% Senior Notes due June 2023, 3.950% Senior Notes due July 2025, and 3.000% Senior Notes due June 2026 (collectively, the “Notes”), as described in the Issuer’s Offer to Purchase, dated February 22, 2021 (the “Offer to Purchase”).
Consummation of the Tender Offer and payment for the tendered Notes accepted for purchase are subject to the terms and the satisfaction or waiver of certain conditions described in the Offer to Purchase.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01.|| |
Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report on Form 8-K.
|99.1||The Kraft Heinz Company Press Release, dated February 22, 2021, relating to the launch of the Tender Offer.|
|104||The cover page of The Kraft Heinz Company’s Current Report on Form 8-K, dated February 22, 2021, formatted in iXBRL.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The Kraft Heinz Company
|Date: February 22, 2021||By:|| |
/s/ Paulo Basilio
|Global Chief Financial Officer|
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on / For Period end:||2/22/21||None on these Dates|
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