Heinz Announces Proposed Offering of Senior Secured Notes by Hawk Acquisition Sub, Inc.

  Heinz Announces Proposed Offering of Senior Secured Notes by Hawk
  Acquisition Sub, Inc.

Business Wire

PITTSBURGH -- March 13, 2013

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.

Cautionary Statement Regarding Forward-Looking Statements

This press release and our other public pronouncements contain forward-looking
statements within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
generally identified by the words “will,” “expects,” “anticipates,”
“believes,” “estimates” or similar expressions and include our expectations as
to future revenue growth, earnings, capital expenditures and other spending,
dividend policy, and planned credit rating, as well as anticipated reductions
in spending. These forward-looking statements reflect management’s view of
future events and financial performance. These statements are subject to
risks, uncertainties, assumptions and other important factors, many of which
may be beyond Heinz’s control, and could cause actual results to differ
materially from those expressed or implied in these forward-looking
statements. Factors that could cause actual results to differ from such
statements include, but are not limited to:

  *the occurrence of any event, change or other circumstances that could give
    rise to the termination of the merger agreement with an entity formed by
    Berkshire Hathaway and 3G Capital,
  *the failure to receive, on a timely basis or otherwise, the required
    approvals by Heinz’s shareholders and government or regulatory agencies
    with regard to the merger agreement,
  *the risk that a closing condition to the merger agreement may not be
    satisfied,
  *the failure of the buyer to obtain the necessary financing in connection
    with the merger agreement,
  *the ability of Heinz to retain and hire key personnel and maintain
    relationships with customers, suppliers and other business partners
    pending the consummation of the proposed merger agreement,
  *sales, volume, earnings, or cash flow growth,
  *general economic, political, and industry conditions, including those that
    could impact consumer spending,
  *competitive conditions, which affect, among other things, customer
    preferences and the pricing of products, production, and energy costs,
  *competition from lower-priced private label brands,
  *increases in the cost and restrictions on the availability of raw
    materials, including agricultural commodities and packaging materials, the
    ability to increase product prices in response, and the impact on
    profitability,
  *the ability to identify and anticipate and respond through innovation to
    consumer trends,
  *the need for product recalls,
  *the ability to maintain favorable supplier and customer relationships, and
    the financial viability of those suppliers and customers,
  *currency valuations and devaluations and interest rate fluctuations,
  *changes in credit ratings, leverage, and economic conditions and the
    impact of these factors on our cost of borrowing and access to capital
    markets,
  *our ability to effectuate our strategy, including our continued evaluation
    of potential opportunities, such as strategic acquisitions, joint
    ventures, divestitures, and other initiatives, our ability to identify,
    finance, and complete these transactions and other initiatives, and our
    ability to realize anticipated benefits from them,
  *the ability to successfully complete cost reduction programs and increase
    productivity,
  *the ability to effectively integrate acquired businesses,
  *new products, packaging innovations, and product mix,
  *the effectiveness of advertising, marketing, and promotional programs,
  *supply chain efficiency,
  *cash flow initiatives,
  *risks inherent in litigation, including tax litigation,
  *the ability to further penetrate and grow and the risk of doing business
    in international markets, particularly our emerging markets; economic or
    political instability in those markets, strikes, nationalization, and the
    performance of business in hyperinflationary environments, in each case
    such as Venezuela; and the uncertain global macroeconomic environment and
    sovereign debt issues, particularly in Europe,
  *changes in estimates in critical accounting judgments and changes in laws
    and regulations, including tax laws,
  *the success of tax planning strategies,
  *the possibility of increased pension expense and contributions and other
    people-related costs,
  *the potential adverse impact of natural disasters, such as flooding and
    crop failures, and the potential impact of climate change,
  *the ability to implement new information systems, potential disruptions
    due to failures in information technology systems, and risks associated
    with social media,
  *with regard to dividends, dividends must be declared by the Board of
    Directors and will be subject to certain legal requirements being met at
    the time of declaration, as well as our Board’s view of our anticipated
    cash needs, and
  *other factors described in “Risk Factors” and “Cautionary Statement
    Relevant to Forward-Looking Information” in Heinz’s Annual Report on Form
    10-K for the fiscal year ended April 29, 2012 and reports on Forms 10-Q
    thereafter.

The forward-looking statements are based on management’s current views and
assumptions regarding future events and speak only as of their dates. Heinz
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by the securities laws.

ABOUT HEINZ: H.J. Heinz Company, offering “Good Food Every Day”™ is one of the
world’s leading marketers and producers of healthy, convenient and affordable
foods specializing in ketchup, sauces, meals, soups, snacks and infant
nutrition. Heinz provides superior quality, taste and nutrition for all eating
occasions whether in the home, restaurants, the office or “on-the-go.” Heinz
is a global family of leading branded products, including Heinz® Ketchup,
sauces, soups, beans, pasta and infant foods (representing over one third of
Heinz’s total sales), Ore-Ida® potato products, Weight Watchers® Smart Ones®
entrées, T.G.I. Friday’s® snacks, and Plasmon infant nutrition. Heinz is
famous for its iconic brands on six continents, showcased by Heinz® Ketchup,
The World’s Favorite Ketchup®.

Copyright (c) 2013

Contact:

H.J. Heinz Company
Michael Mullen, 412-456-5751
Michael.mullen@us.hjheinz.com
 
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