Exhibit 10.1
Equity Commitment Letter
Berkshire Hathaway Inc.
3555 Farnam Street
Omaha, NE 68131
February 13, 2013
Hawk Acquisition Holding Corporation
c/o 3G
Capital Partners Ltd.
600 Third Avenue 37th Floor
New York, New York 10016
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Re:
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Equity Commitment Letter
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Ladies and Gentlemen:
This equity commitment letter (this “
Commitment Letter
”) sets forth the commitment of Berkshire Hathaway
Inc., a Delaware corporation (“
Sponsor
”), subject to the terms and conditions contained herein, to purchase certain equity interests of Hawk Acquisition Holding Corporation, a newly formed Delaware corporation
(“
Parent
”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “
Merger Agreement
”) to be entered into as of the date
hereof by and among H.J. Heinz Company, a Pennsylvania corporation (the “
Company
”), Parent and Hawk Acquisition Sub, Inc., a newly-formed Pennsylvania corporation and a wholly owned subsidiary of Parent (“
Merger
Sub
”), Merger Sub will merge with and into the Company (the “
Merger
”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Merger Agreement. This Commitment Letter is being delivered to Parent by Sponsor in connection with the execution of the Merger Agreement by the Company, Parent and Merger Sub and contemporaneously with the delivery by 3G
Special Situations Fund III, L.P. (“
3GSSFIII
”) of an equity commitment letter dated as of the date hereof (the “
3GSSFIII Commitment Letter
”).
1.
Commitment
. Sponsor hereby commits, subject only to the terms and conditions set forth in Section 2, that, simultaneously with the Closing, it shall purchase, or shall cause the purchase
of, one or more classes of equity securities of Parent for an aggregate amount equal to $12.12 billion (the “
Commitment
”) solely for the purpose of funding, and to the extent necessary to fund, together with the funds provided
pursuant to the 3GSSFIII Commitment Letter (the “
3GSSFIII Equity Commitment
” and, together with the Commitment, the “
Equity Commitments
”) and the Debt Commitment Letters, the aggregate amount of Per Share Merger
Consideration and Per Share First Series Preferred Merger Consideration pursuant to and in accordance with the Merger Agreement, together with related fees and expenses contemplated thereby;
provided
that under no circumstance shall Sponsor
be obligated to contribute to, purchase equity of or otherwise provide funds to Parent in an aggregate amount in excess of the Commitment (the “
Cap
”). Sponsor may effect its purchase of equity securities of Parent as provided herein
directly or indirectly through one or more affiliated entities, but no such action shall relieve Sponsor of its obligations hereunder. The amount of the Commitment to be funded under this Commitment Letter may be reduced in an amount proposed by
Parent and agreed by Sponsor and 3GSSFIII, but only to the extent that it will nevertheless be possible for Parent to consummate the transactions contemplated by the Merger Agreement in accordance with all requirements therein (and without breaching
the terms of the Debt Commitment Letters or causing the failure of any of the conditions set forth therein). Notwithstanding anything to the contrary contained herein, in no event shall
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Sponsor be liable under any circumstances under this Commitment Letter or otherwise to pay an aggregate amount (whether to Parent, Merger Sub or any other Person), pursuant to this Commitment
Letter in excess of the amount of the Commitment.
2.
Conditions
. The obligation of Sponsor to purchase equity
securities of Parent in the amount of the Commitment shall be subject to the following conditions: (i) the satisfaction, or waiver by Parent and Merger Sub, on or before the Closing, of all of the conditions precedent to Parent’s and
Merger Sub’s obligations set forth in Sections 8.01 and 8.02 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions),
(ii) all the conditions precedent to the Debt Financing as set forth in the Debt Commitment Letters having been satisfied or waived (other than (1) those conditions that by their nature are to be satisfied at the Closing, but subject to
the satisfaction or waiver of those conditions, and (2) the funding of the Equity Commitments) and the concurrent receipt by Parent of the proceeds of the Debt Financing in an amount that, together with the Equity Commitments, is sufficient to
fund the payment of the aggregate amount of Per Share Merger Consideration and Per Share First Series Preferred Merger Consideration pursuant to and in accordance with the Merger Agreement, together with related fees and expenses contemplated
thereby and (iii) the contemporaneous funding of the 3GSSFIII Equity Commitment;
provided
, that for the avoidance of doubt, the satisfaction or failure of the condition set forth in clause (iii) shall not limit or impair the ability
of Parent or the Company to enforce the obligations of Sponsor under, and in accordance with, this Commitment Letter, if (x) Parent or the Company, as applicable, is also seeking enforcement of the 3GSSFIII Equity Commitment (and the
contemporaneous funding thereof) or (y) 3GSSFIII has satisfied, or is prepared to satisfy, its obligations to fund the 3GSSFIII Equity Commitment. Sponsor’s purchase of equity securities of Parent in the amount of the Commitment will
occur, subject to the foregoing sentence, contemporaneously with the Closing in accordance with the terms of the Merger Agreement.
3.
Limited Guaranty
. Concurrently with the execution and delivery of this Commitment Letter, Sponsor is executing and delivering to the Company a limited guaranty, dated as of the date hereof (the
“
Limited Guaranty
”) and 3GSSFIII is executing and delivering to the Company a limited guaranty, dated as of the date hereof (the “
Other Limited Guaranty
”), in each case in favor of the Company in respect of
Parent’s payment obligations under the Merger Agreement, including its obligations to pay the Parent Termination Fee and Parent’s other payment obligations under the Merger Agreement, including any such payment obligations arising out of
or in connection with a breach thereof, in each case pursuant to the terms and conditions of, and subject to the limitations of, the Merger Agreement. The Company’s remedies against Sponsor under the Limited Guaranty and the Company’s
rights to specific performance or an injunction or temporary restraining order to prevent or remedy a breach of this Commitment Letter under and in accordance with the terms of this Commitment Letter are intended to be, the sole and exclusive direct
or indirect remedies available to the Company or any of its Affiliates against (i) Sponsor and (ii) any former, current and future direct or indirect equity holders, controlling persons, directors, officers, employees, agents, Affiliates,
members, managers, general or limited partners, or other representatives of any party hereto, or any of their successors or assignees or any former, current or future direct or indirect equity holder, controlling person, director, officer, employee,
agent, Affiliate, member, manager, general or limited partner, or other representative or successor or assignee of any of the foregoing (other than Parent and Merger Sub) (those persons and entities described in clause (ii), each being referred to
as a “
Non-Recourse Party
”) in respect of any liabilities, obligations, losses, damages or recovery or any kind (including consequential, indirect or punitive damages, and whether at law, in equity or otherwise) arising under, or in
connection with, this Commitment Letter, the Merger Agreement or any of the transactions contemplated hereby or thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, or any duties or obligations
relating thereto or implied therein, whether or not Parent’s or Merger Sub’s breach is caused by Sponsor’s breach of its obligations
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under this Commitment Letter. Notwithstanding anything that may be expressed or implied in this Commitment Letter or any document or instrument delivered in connection herewith, and for the
avoidance of doubt, in no event shall Sponsor have any obligation to make any purchase, payment or contribution hereunder at any time after Sponsor has made full payment under the Limited Guaranty or the Parent Termination Fee has otherwise been
paid in full in accordance with Section 9.05(c) of the Merger Agreement. For the avoidance of doubt, as used in this Commitment Letter, “Non-Recourse Party” shall not include 3GSSFIII.
4.
Enforceability
. This Commitment Letter may only be enforced (a) by Parent at the direction of Sponsor or (b) by the
Company directly against Sponsor (i) pursuant to the terms and limitations set forth in Section 10 of this Commitment Letter or (ii) if the Company is entitled to cause Parent to draw down the Commitment pursuant to Section 10.06
of the Merger Agreement. Other than the Company, which is an express third party beneficiary of this Commitment Letter solely for purposes of exercising its rights pursuant to the foregoing clause (b), no third party, including Parent’s
creditors (other than the Company in accordance with the terms of Section 10 of this Commitment Letter) or financing sources, shall have any right to enforce this Commitment Letter or to cause Parent to enforce this Commitment Letter.
Notwithstanding anything to the contrary set forth herein, Parent and the Company, as an express third party beneficiary hereunder, hereby agree that specific performance or an injunction or temporary restraining order to prevent or remedy a breach
of this Commitment Letter shall be the sole and exclusive remedy with respect to any breach by Sponsor of this Commitment Letter and that neither Parent nor the Company may seek or accept any other form of relief that may be available for breach of
this Commitment Letter.
5.
Representations and Warranties
. The Sponsor hereby represents and warrants that:
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(a)
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the Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate power and authority to
execute, deliver and perform this Commitment Letter;
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(b)
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the execution, delivery and performance of this Commitment Letter have been duly authorized by all necessary action and do not and will not (i) contravene any
provision of the Sponsor’s charter, partnership agreement, operating agreement or similar organizational documents, (ii) violate any applicable Law or judgment, order or decree of a Governmental Entity, or (iii) result in any
violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or contract to which the undersigned is a party, in any case, for which the
violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation by the Sponsor of the transactions contemplated by this Commitment Letter on a timely basis;
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(c)
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all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and
performance of this Commitment Letter by the Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with
the execution, delivery or performance of this Commitment Letter;
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(d)
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this Commitment Letter constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); and
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(e)
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the Sponsor has and will have the financial capacity to pay and perform all of its obligations under this Commitment Letter for as long as this Commitment Letter shall
remain in effect.
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The Sponsor acknowledges that the Company has specifically relied on the accuracy of the
representations and warranties contained in this Section 5 in entering into the Merger Agreement.
6.
Non-Disclosure
. Other than as required by Law, the applicable rules of any national securities exchange or in connection with any applicable securities regulatory agency filings, each of the parties agrees that it will not, nor will it permit
its advisors or Affiliates to, disclose to any person or entity the contents of this Commitment Letter, other than to the Company and its advisors and the Parent’s financing sources and their respective advisors each of whom are instructed to
maintain the confidentiality of this Commitment Letter in accordance herewith.
7.
No Modification
. This Commitment
Letter is being entered into by Parent and Sponsor to induce the Company to enter into the Merger Agreement. This Commitment Letter may not be amended or otherwise modified, and the terms and conditions of this Commitment Letter may not be waived,
without the prior written consent of Parent and Sponsor;
provided
,
however
, that any amendment, waiver or modification that would reasonably be expected to adversely affect the rights of the Company shall require the prior written
consent of the Company. This Commitment Letter supersedes all prior agreements, understandings and statements, written or oral, between Sponsor or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with
respect to the transactions contemplated hereby. No transfer of any rights or obligations hereunder shall be permitted without the consent of Parent, Sponsor and the Company. Any transfer in violation of the preceding sentence shall be null and
void.
8.
GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL
. THIS COMMITMENT LETTER SHALL BE DEEMED TO BE MADE IN AND IN
ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. Each of the parties hereto irrevocably and unconditionally submits to the
exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, of, if both the
Court of Chancery of the State of Delaware and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court
therefrom (the “
Chosen Courts
”), for the purposes of any suit, action or other proceeding arising out of this Commitment Letter (and agrees that no such action, suit or proceeding relating to this Commitment Letter shall be brought
by it or any of its Subsidiaries except in such courts). Each of the parties further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such person’s
respective address set forth above shall be effective service of process for any action, suit or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately
preceding sentence. Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any action, suit or proceeding arising out of this Commitment Letter in the Chosen
Courts, or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS COMMITMENT LETTER IS LIKELY TO INVOLVE
COMPLICATED AND
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DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS
BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
9.
Counterparts
. This Commitment Letter may be executed by facsimile or electronic transmission and in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
10.
Third Party Beneficiaries
. Except to the extent expressly set forth herein, this Commitment Letter shall only inure to the benefit of and be binding upon Parent and Sponsor. Sponsor
acknowledges that the Company has relied on this Commitment Letter and that the Company is an express third party beneficiary hereof and is entitled to specifically enforce the obligations of Sponsor hereunder directly against Sponsor to cause
Sponsor to fund the Commitment, only if all of the conditions set forth in Section 2 have been satisfied and as otherwise contemplated by the exercise of the Company’s rights under Section 10.06 of the Merger Agreement. Except for the
rights of the Company set forth in the immediately preceding sentence, nothing in this Commitment Letter, express or implied, is intended to confer upon any person other than Parent, Sponsor and the Company any rights or remedies under, or by reason
of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this Commitment Letter.
11.
Termination
. The obligation of Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the
purchase of equity securities of Parent in performance of Sponsor’s obligations hereunder in connection with the consummation of the Closing (at which time the obligations hereunder shall be discharged in full), (c) the payment of the
Parent Termination Fee in accordance with the terms of the Merger Agreement, (d) the Company or any of its controlled Affiliates or agents acting on behalf of the Company asserting or filing, without limiting any of the Company’s rights
under the Merger Agreement, any claim under or action, suit or proceeding against any Non-Recourse Party relating to this Commitment Letter, and (e) the occurrence of any event which, by the terms of the Limited Guaranty, is an event which
terminates Sponsor’s obligations or liabilities under the Limited Guaranty.
12.
No Recourse
. Notwithstanding
anything that may be expressed or implied in this Commitment Letter or any document or instrument delivered in connection herewith, and notwithstanding the fact that Sponsor may be a partnership or limited liability company, by its acceptance of the
benefits of this Commitment Letter, Parent acknowledges and agrees that no Person other than Sponsor has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such
obligations or their creation, against, and no personal liability shall attach to, any Non-Recourse Party, through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf
of Parent against any Non-Recourse Party, by
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the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise;
provided
,
however
, that in the event
that prior to the termination of this Commitment Letter in accordance with its terms, Sponsor (i) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or
(ii) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the sum of the remaining net assets (excluding uncalled capital of Sponsor) is less than the Commitment and the transferee thereof
does not assume, directly or indirectly, Sponsor’s obligations hereunder, then, and in each such case, Parent and the Company, solely to the extent provided in Section 10 hereof, may seek recourse, whether by the enforcement of any
judgment, order or decree of any Governmental Entity or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may
be, but only to the extent of the liability of Sponsor under the Limited Guaranty, but nothing shall limit the Company’s rights pursuant to Section 10 hereunder and Section 10.06 of the Merger Agreement.
13.
Severability
. If any term or other provision of this Commitment Letter is invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this Commitment Letter shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Commitment Letter so as to
effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
14.
[Intentionally Omitted]
.
15.
Termination Fee Payment
. Parent hereby agrees that if the Merger Agreement is terminated and any Termination Fee is paid by the Company pursuant to the Merger Agreement, then, in settlement and
termination of the rights of Sponsor and 3GSSFIII to purchase stock of Parent hereunder and under the 3GSSFIII Commitment Letter and, after making adequate provision for the payment or reimbursement of applicable expenses (to the extent not paid
directly by the Company pursuant to Section 9.05(d) of the Merger Agreement), Parent shall promptly pay the remaining portion of the Termination Fee to Sponsor and 3GSSFIII or an affiliate or designee thereof, in the proportions as may be
agreed between Sponsor and 3GSSFIII.
{signature page follows}
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Please confirm your agreement with the foregoing by signing and returning one copy of this
Commitment Letter to the undersigned, at which time this Commitment Letter shall become a binding agreement between the parties hereto.
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Sincerely,
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BERKSHIRE HATHAWAY INC.
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By:
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/s/ Marc D. Hamburg
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Name:
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Marc D. Hamburg
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Title:
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Senior Vice President and Chief Financial
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Officer
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CONFIRMED AND AGREED TO
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AS OF THE ABOVE DATE
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HAWK ACQUISITION HOLDING CORPORATION
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By:
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/s/ Alexandre Behring
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Name:
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Alexandre Behring
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Title:
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President
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{Signature Page to Equity Commitment Letter}
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Exhibit 99.1
“The Good Food Company”
H.J. Heinz Company Enters Into Agreement to Be Acquired by Berkshire
Hathaway and 3G Capital
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Heinz shareholders to receive $72.50 per share in cash
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•
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Transaction valued at $28 billion, largest ever in food industry
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Following the transaction, Heinz will remain headquartered in Pittsburgh as a private company
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PITTSBURGH, OMAHA and NEW YORK – February 14, 2013 – H.J. Heinz Company (NYSE: HNZ) (“Heinz”) today announced that it has
entered into a definitive merger agreement to be acquired by an investment consortium comprised of Berkshire Hathaway and 3G Capital.
Under
the terms of the agreement, which has been unanimously approved by Heinz’s Board of Directors, Heinz shareholders will receive $72.50 in cash for each share of common stock they own, in a transaction valued at $28 billion, including the
assumption of Heinz’s outstanding debt. The per share price represents a 20% premium to Heinz’s closing share price of $60.48 on February 13, 2013, a 19% premium to Heinz’s all-time high share price, a 23% premium to the 90-day
average Heinz share price and a 30% premium to the one-year average share price.
“The Heinz brand is one of the most respected brands in
the global food industry and this historic transaction provides tremendous value to Heinz shareholders,” said Heinz Chairman, President and CEO William R. Johnson. “We look forward to partnering with Berkshire Hathaway and 3G Capital, both
greatly respected investors, in what will be an exciting new chapter in the history of Heinz. With Heinz stock recently at an all-time high and 30 consecutive quarters of organic topline growth, Heinz is being acquired from a position of strength.
As a private enterprise, Heinz will have an opportunity to drive further growth and advance our commitment to providing consumers across the globe with great tasting, nutritious and wholesome products,” added Johnson.
Warren Buffett, Chairman and CEO of Berkshire Hathaway said, “Heinz has strong, sustainable growth potential based on high quality standards,
continuous innovation, excellent management and great tasting products. Their global success is a testament to the power of investing behind strong brand equities and the strength of their management team and processes. We are very pleased to be a
part of this partnership.”
Alex Behring, Managing Partner at 3G Capital said, “We have great respect for the Heinz brands and the
strong business that management and its employees operate around the world. We approached Heinz to explore how we might work together to expand the value of this storied brand. We fully recognize Heinz’s value and heritage and look forward to
working together with Heinz’s employees, suppliers and customers as we invest in and support the company’s ongoing global growth efforts.”
Understanding the need to preserve Heinz’s values, heritage and community connections, Berkshire Hathaway and 3G Capital have pledged to maintain Pittsburgh as its global headquarters, and to fulfill
and continue its philanthropic support of community initiatives and related investments.
The transaction will be financed through a
combination of cash provided by Berkshire Hathaway and affiliates of 3G Capital, rollover of existing debt, as well as debt financing that has been committed by J.P. Morgan and Wells Fargo. Berkshire Hathaway owns and invests in leading businesses
across a variety of industries, including numerous iconic brands. 3G Capital is a global investment firm focused on long-term value creation, with a particular emphasis on building and expanding great brands and businesses.
The transaction is subject to approval by Heinz shareholders, receipt of regulatory approvals and other customary closing conditions, and is expected to
close in the third (calendar) quarter of 2013.
Advisors for this transaction include: Centerview Partners and BofA Merrill Lynch as financial advisors to
Heinz and Davis Polk & Wardwell LLP as legal advisor to Heinz. Moelis & Company acted as advisors to the Transaction Committee of Heinz’s Board of Directors and Wachtell, Lipton, Rosen & Katz served as legal advisor
to the Transaction Committee of Heinz’s Board of Directors.
Lazard served as lead financial advisor. J.P. Morgan and Wells Fargo also
served as financial advisors to the investment consortium. Kirkland & Ellis LLP is acting as legal advisor to 3G Capital. Munger, Tolles & Olson LLP is acting as legal advisor to Berkshire Hathaway.
Press Conference / Webcast
Heinz and 3G
Capital invite media to attend a joint press conference today, February 14, at 11 a.m. Eastern Time at Heinz World Headquarters, One PPG Place, Suite 3100 in Pittsburgh, PA.
The press conference will be hosted by:
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William R. Johnson, Heinz Chairman, President and Chief Executive Officer
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Alex Behring, Managing Partner, 3G Capital
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A live broadcast of the press conference will be available via satellite (details below) and a video webcast (listen only) of the press conference will be available in real-time and archived for playback
on the company website,
www.heinz.com
.
Reporters or photographers wishing to attend the press conference in person should register in
advance by contacting Jean Babilon at (412) 456-5781 or via e-mail at
jean.babilon@us.hjheinz.com
by 10:30 a.m. on Thursday, February 14, 2013. Photo ID is required to enter the building. A mult-box will be available onsite for
media use.
Live Event Dial-in Details (Listen Only):
U.S. Dial In: 1-866-515-2915
International Dial In: 1-617-399-5129
Passcode: Heinz
Upcoming Events
As a result of this announcement, Heinz will not participate in CAGNY (Consumer Analyst Group of New York) Conference on February 21,
nor will it hold a conference call/webcast to discuss its Fiscal 2013 third-quarter results on Wednesday, February 27.
**Satellite
News Feed**
A live broadcast of the press conference will be available via satellite as follows:
Thursday, February 14, 2013
Live Feed: 11
-11:30 am +15 (Eastern Time)
Re-Feed: 12 - 12:30 pm +15 (Eastern Time)
Ku-Band Digital
Galaxy 3C (located 95 degrees west)
Transponder 16, Slot a
9 mhz SD
Uplink frequency: 14311 vertical
Downlink
frequency: 12011 horizontal
Symbol rate: 6.1113
FEC: 3/4
Data rate: 8.448
Note: Signal transmitted 16:9 SD Anamorphic (squeeze)
Pittsburgh teleport uplink truck trouble #: (412) 427-5266
Archive:
The archived video will be available for download from
www.heinz.com
.
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
®
.
About Berkshire Hathaway
Berkshire
Hathaway and its subsidiaries engage in diverse business activities including property and casualty insurance and reinsurance, utilities and energy, freight rail transportation, finance, manufacturing, retailing and services. Common stock of
Berkshire Hathaway is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
About 3G Capital
3G Capital is a global investment firm focused on long-term value, with a particular emphasis on maximizing the potential of brands and businesses. The
firm and its partners have a strong history of generating value through operational excellence, board involvement, deep sector expertise and an extensive global network. 3G Capital works in close partnership with management teams at its portfolio
companies and places a strong emphasis on recruiting, developing and retaining top-tier talent. 3G Capital’s main office is in New York City. For more information on 3G Capital and the transaction, please go to
http://www.3g-capital.com
.
Cautionary Statement Regarding Forward-Looking Statements
This press release and Heinz’s other public pronouncements contain forward-looking statements within the meaning 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 Heinz’s 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:
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the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
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the failure to receive, on a timely basis or otherwise, the required approvals by Heinz’s shareholders and government or regulatory agencies,
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the risk that a closing condition to the proposed merger may not be satisfied,
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the failure to obtain the necessary financing in connection with the proposed merger,
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the ability of Heinz to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the
consummation of the proposed merger, and
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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.
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The forward-looking
statements are and will be based on management’s then 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.
Additional Information and Where to Find It
This document may be deemed to be solicitation material in respect of the proposed merger between Heinz and a subsidiary of Hawk Acquisition Holding Corporation. In connection with the proposed merger,
Heinz will file a preliminary proxy statement and a definitive proxy statement with the United States Securities and Exchange Commission (“SEC”). The information contained in the preliminary filing will not be complete and may be changed.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement will be mailed to the shareholders of Heinz seeking their approval of the proposed merger. Heinz’s shareholders will also be able to obtain a copy of the definitive proxy
statement free of charge by directing a request to: H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania 15230, Attention: Corporate Affairs Department. In addition, the preliminary proxy statement and definitive proxy statement will be
available free of charge at the SEC’s website,
www.sec.gov
.
Participants in the Solicitation
Heinz and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding Heinz’s directors and executive officers is available in Heinz’s proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on August 28,
2012. These documents are available free of charge at the SEC’s website at www.sec.gov, and by mail at: H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania 15230, Attention: Corporate Affairs Department. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the solicitation of Heinz’s shareholders in connection with the proposed merger will be set forth in the preliminary proxy statement when it is filed with the SEC.
MEDIA CONTACTS
H.J. Heinz Company
Michael Mullen
412-456-5751 or
michael.mullen@us.hjheinz.com
Investor Group
Steve Lipin
Brunswick Group
212-333-3810