Obligation Kraft Heinz 4.25% ( US423074AR46 ) en USD

Kraft Heinz

100 % ⇌

Etas-Unis

US423074AR46 ( en USD )

4.25% par an ( paiement semestriel )

15/10/2020 - Obligation échue

Prospectus brochure de l'obligation Kraft Heinz Foods US423074AR46 en USD 4.25%, échue

1 000 USD

3 096 782 000 USD

423074AR4

Kraft Heinz est une entreprise multinationale agroalimentaire produisant et commercialisant une large gamme de produits alimentaires de marque, dont des sauces, des fromages, des condiments et des conserves, à travers le monde.

L'Obligation émise par Kraft Heinz ( Etas-Unis ) , en USD, avec le code ISIN US423074AR46, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2020

L'Obligation émise par Kraft Heinz ( Etas-Unis ) , en USD, avec le code ISIN US423074AR46, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Kraft Heinz ( Etas-Unis ) , en USD, avec le code ISIN US423074AR46, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus
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424B3 1 d678101d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-194441

Prospectus
Exchange Offer for 4.25% Second Lien Senior Secured Notes due 2020

Offer for new 4.25% Second Lien Senior Secured Notes due 2020, in the aggregate principal amount of $3,100,000,000, which have been
registered under the Securities Act of 1933, as amended, (which we refer to as the "Exchange Notes") in exchange for up to $3,100,000,000 in
aggregate principal amount of outstanding 4.25% Second Lien Senior Secured Notes due 2020 (which we refer to as the "Old Notes" and,
together with the Exchange Notes, the "Notes").
Terms of the Exchange Offer

· Expires 5:00 p.m., New York City time, June 5, 2014, unless extended.

· You may withdraw tendered outstanding Old Notes any time before the expiration or termination of the exchange offer.

· Not subject to any condition other than that the exchange offer does not violate applicable law or any interpretation of the staff of the

Securities and Exchange Commission.

· We can amend or terminate the exchange offer.

· We will not receive any proceeds from the exchange offer.

· The exchange of Old Notes for the Exchange Notes should not be a taxable exchange for United States federal income tax purposes. See

"Certain United States Federal Income Tax Considerations."
Terms of the Exchange Notes

· The Exchange Notes wil accrue interest at a rate per annum equal to 4.25% and wil be payable semi-annually on each April 15 and

October 15.

· The Exchange Notes wil mature on October 15, 2020.

· We may redeem the Exchange Notes in whole or in part from time to time. See "Description of Exchange Notes."

· The Exchange Notes wil be our senior obligations, wil be secured by a second priority lien on substantial y all of our assets securing

indebtedness under our senior secured revolving credit facility (the "Revolving Credit Facility"), subject to certain specified exceptions
and permitted liens, and will rank equally in right of payment to all of our existing and future senior indebtedness.

· The Exchange Notes wil be guaranteed on a second lien senior secured basis by each of our existing and future direct and indirect

domestic subsidiaries that is a guarantor under the Revolving Credit Facility, and such guarantees will rank equally in right of payment to
all other senior indebtedness of such guarantor.

· The Exchange Notes wil be effectively subordinated to our existing and future first priority secured indebtedness, including the

Revolving Credit Facility, to the extent of the value of the collateral securing such indebtedness and structurally subordinated to all
indebtedness and obligations of our subsidiaries that do not guarantee the Exchange Notes.

· If we experience certain changes of control, we must offer to purchase the Exchange Notes at 101% of their aggregate principal amount,

plus accrued and unpaid interest.

· The terms of the Exchange Notes are substantial y identical to those on the outstanding Old Notes, except the transfer restrictions,

registration rights and additional interest provisions related to the Old Notes do not apply to the Exchange Notes.

For a discussion of the specific risks that you should consider before tendering your outstanding Old Notes in the
exchange offer, see "Risk Factors" beginning on page 21 of this prospectus.
There is no established trading market for the Old Notes or the Exchange Notes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it wil deliver a
prospectus in connection with any resale of such Exchange Notes. A broker dealer who acquired Old Notes as a result of market making or other
trading activities may use this exchange offer prospectus, as supplemented or amended from time to time, in connection with any resales of the
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Exchange Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Exchange
Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 7, 2014.

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Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange Notes. By so acknowledging and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"). A broker dealer who acquired Old Notes as a result of market making or other
trading activities may use this prospectus, as supplemented or amended from time to time, in connection with any resales of
the Exchange Notes. We have agreed that, for a period of up to 180 days after the closing of the exchange offer, we will make
this prospectus available for use in connection with any such resale. See "Plan of Distribution."
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities other than those specifically offered hereby or an offer to sell any securities offered
hereby in any jurisdiction where, or to any person whom, it is unlawful to make such offer or solicitation. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our 4.25% Second Lien Senior Secured Notes due 2020.

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TABLE OF CONTENTS

Page
SUMMARY
1
RISK FACTORS
21
USE OF PROCEEDS
36
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
37
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
43
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
45
BUSINESS
79
MANAGEMENT
88
EXECUTIVE COMPENSATION
93
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
119
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
121
DESCRIPTION OF CERTAIN INDEBTEDNESS
122
EXCHANGE OFFER
125
DESCRIPTION OF EXCHANGE NOTES
134
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
214
PLAN OF DISTRIBUTION
215
LEGAL MATTERS
216
EXPERTS
216
WHERE YOU CAN FIND ADDITIONAL INFORMATION
216
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
For purposes of this prospectus, unless the context otherwise requires, the terms "we," "us,", "our" and the "Company"
refer, collectively, to Hawk Acquisition Intermediate Corporation II ("Hawk II"), H.J. Heinz Company, and its subsidiaries.
References to "the Issuer" are to H.J. Heinz Company alone, not including its subsidiaries. Hawk II is a holding company and
has no activity, therefore the information for Hawk II is applicable and equal to the data disclosed for H.J. Heinz Company.
Statements about future growth, profitability, costs, expectations, plans, or objectives included in this report, including in
management's discussion and analysis, and the financial statements and footnotes, are forward-looking statements based on
management's estimates, assumptions, and projections. These forward-looking statements are subject to risks, uncertainties,
assumptions and other important factors, many of which may be beyond the Company's control and could cause actual results to differ
materially from those expressed or implied in this report and the financial statements and footnotes. Uncertainties contained in such
statements include, but are not limited to:

· the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and other

business partners,

· 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,

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· 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, and

· other factors described in "Risk Factors" below.
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. The Company 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.
MARKET AND INDUSTRY DATA
Some of the market and industry data contained, or incorporated by reference, in this prospectus are based on independent
industry publications or other publicly available information.
TRADEMARKS, SERVICE MARKS AND COPYRIGHTS
We own rights to trademarks, logos, service marks or trade names that we use in connection with the operation of our business,
including, but not limited to Heinz®, ABC®, Quero®, Classico®, Plasmon® and Master® brands. We also have rights to registered
trademarks, which we have been licensed to use by third parties, including, but not limited to, Weight Watchers®, Jack Daniel's® and
T.G.I. Friday's®. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective
owners. Solely for convenience, the trademarks, service marks, tradenames and copyrights referred to in this prospectus are listed
without the ® and TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent
under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and tradenames.

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SUMMARY
This summary highlights certain information about our business and about the Notes. For a more complete
understanding of our business and the Notes, you should read this entire prospectus, including the section entitled "Risk
Factors," and the consolidated financial statements and related notes, which are included in this prospectus. Unless
otherwise noted, references in this prospectus to "FY," "Fiscal" or "Fiscal Year" refer to our reporting year, which, prior to
Fiscal Year 2012, ended on the Wednesday nearest April 30. Beginning from Fiscal Year 2012, our twelve month reporting
period ends on the Sunday nearest April 30. In October 2013, our board of directors approved a change in our fiscal year-end
to the Sunday closest to December 31. The Successor period is the period from February 8 through December 29, 2013. The
Predecessor period is the period prior to the Merger on June 7, 2013. The Transition Period is the combination of the
Successor period and the Predecessor period from April 29, 2013 to June 7, 2013. For purposes of this prospectus, unless the
context otherwise requires, the terms "we," "us,", "our" and the "Company" refer, collectively, to Hawk Acquisition
Intermediate Corporation II ("Hawk II"), H.J. Heinz Company, and its subsidiaries. References to "the Issuer" are to H.J.
Heinz Company alone, not including its subsidiaries. Hawk II is a holding company and has no activity, therefore the
information for Hawk II is applicable and equal to the data disclosed for H.J. Heinz Company.
Our Company
Founded over 140 years ago in Pennsylvania by Henry J. Heinz, we are one of the world's leading marketers and producers
of healthy, convenient and affordable foods specializing in ketchup, condiments and sauces, frozen food, soups, beans and pasta
meals, infant nutrition and other food products. Our portfolio of foods is comprised of a global family of leading branded
products, including one of the world's most iconic and recognizable brands, Heinz, The World's Favorite Ketchup ®. For
Successor period and Predecessor period from April 29, 2013 to June 7, 2013, we generated $6.24 billion and $1.11 billion in
consolidated net sales, respectively.
Heinz is the number one brand in ketchup with a global market share of 25% and a U.S. market share of 61% and as a brand
is recognized as having the second largest brand value globally within the food industry, excluding the beverage and fast food
industries, in Interbrand's "Best Global Brands 2012" report. Overall, our products had number one or number two local market
share positions in more than 50 countries in 2012, including major emerging market countries, and are enjoyed by families
worldwide. We also operate a significant global foodservice platform. We believe that our long heritage and reputation for
quality and innovation results in category-defining products, strong brand recognition and customer loyalty across our portfolio
and around the world wherever our products are sold.
Our top 15 brands (our "Top 15 Brands") generated approximately 72% of our net sales in the Transition Period. We
coordinate product development and distribution across our Top 15 Brands, which also reflect our significant geographic
diversity. Across developed market countries our Top 15 Brands are represented by our Heinz 57 namesake, as well as Ore-Ida,
Smart Ones, Classico, T.G.I. Friday's, Weight Watchers, Plasmon, Honig, Golden Circle and Watties. In high growth emerging
market countries our Top 15 Brands are represented by Quero in Brazil, Master in China, ABC in Indonesia, Malaysia and the
Middle East, Complan in India, the Middle East and Africa and Pudliszki in Poland along with the Heinz brand in many emerging
market countries. For the Transition Period, we generated approximately one-third of net sales in the United States and the
remaining two-thirds of net sales were generated in markets outside the United States with 25% of consolidated net sales derived
from businesses in our emerging market countries.
Through our 65 principal food processing factories, we manufacture (and contract for the manufacture of) our category
defining and differentiated products throughout the world.

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Our products are sold through our own sales organizations and through independent brokers, agents and distributors to chain,
wholesale, cooperative and independent grocery accounts, convenience stores, bakeries, pharmacies, mass merchants, club
stores, foodservice distributors and institutions, including hotels, restaurants, hospitals, health-care facilities and certain
government agencies.
Core Categories
Our global portfolio of leading brands is focused in three core categories: (i) Ketchup and Sauces, (ii) Meals and Snacks
and (iii) Infant/Nutrition. The below chart illustrates the percent of our sales derived from each of our core categories in the
Transition Period.
Core Categories

The table below highlights our local market leadership within our core categories.

Core Categories /
(2013 Global Market Size)
2013 Local Retail Market Position and Share

Key Brands
Ketchup and Sauces
#1 in United States Ketchup 61%
Heinz, Quero, Lea & Perrins,
($118 billion)
#1 in U.K. Ketchup 79%
Classico, ABC, Master, Pudliszki
#1 in Canada Ketchup 83%

#2 in U.K. Ambient Salad Dressings 23%
#1 in United States Worcestershire Sauce 65%

Meals and Snacks
#1 in U.K. Soup Ambient 67%
Heinz, Quero, ABC, Wattie's, Golden
($220 billion)
#1 in U.K. Beans and Kids Meals 65%
Circle, Honig, Ore-Ida, Smart Ones,
#1 in Australia Beans and Pasta 65%
Weight Watchers, Bagel Bites; T.G.I.
#1 in New Zealand Wet Soup 54%
Friday's
#1 in United States Frozen Potatoes 42%
#2 in United States Frozen Nutritional Meals 30%
#1 in U.K. Frozen Ready Meals 67%

Infant Nutrition
#1 in Italy Baby Food 53%
Heinz, Plasmon, Complan
($58 billion)
#1 in China Baby Cereal 33%
#2 in Australia Infant Feeding (Wet) 37%

Source: Euromonitor for Global Market Size data and Nielsen 52 week value shares (through November / December 2013) for
Local Retail Market Position and Share data.

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Ketchup and Sauces
With leading market shares in this global and fragmented category, Ketchup and Sauces is our largest and fastest growing
core category. Our Ketchup and Sauces category contains our core ketchup, sauces and condiments, including our iconic Heinz
ketchup and gravy brand, Lea & Perrins condiments and sauces, Quero tomato products and condiments and sauces, Classico
pasta sauce, ABC condiments and sauces, Master sauces and Pudliszki sauces, among others. For the Transition Period and
Fiscal Year 2013, this category generated approximately $3.6 billion and $5.4 billion in net sales, respectively, or 49% and 47%
of our consolidated net sales, respectively. Between Fiscal Years 2006 and 2013, we realized a 6% net sales compound annual
growth rate ("CAGR") within this category, and a 4.0% increase in the Transition Period over the comparable eight month period
of Fiscal 2013. Critical to our growth in this segment has been the growth and development of our emerging market countries
platform.
We believe Ketchup and Sauces will continue to be a leading category given the following factors: substantial upside in
many of our developed market countries as we continue to gain share; rapid growth in emerging market countries where the
competitive dynamics continue to position us favorably; lower levels of private label penetration in the category; and our
continued product and packaging innovations. Additionally, we have the unique advantage of Heinz seed-related
technology/science and innovation. We are recognized globally as a leading all-natural hybrid processed tomato seed producer,
delivering 5 billion hybrid seeds annually to our farmers and processing partners in nearly 30 countries. Heinz tomato seeds have
been bred to improve yield, uniformity, color, disease-resistance and other traits such as tenderness and taste.
Meals and Snacks
Our Meals and Snacks category consists principally of our ambient foods and frozen products offerings, including under our
iconic Heinz brand, Quero tomato and vegetable-based snacks, ABC prepared meals, Ore-Ida frozen potatoes, Bagel Bites frozen
snacks, T.G.I. Friday's frozen snacks, Smart Ones and Weight Watchers frozen entrees and snacks, among others.
Our Meals and Snacks category is led by three brands--Heinz, Ore-Ida and Smart Ones. Recent growth stems from brand
extension into relevant adjacencies and leveraging packaging innovation to deliver convenience and value. For the Transition
Period, we generated $2.5 billion in net sales in this category, a decrease of 7% over the comparable eight month period of Fiscal
2013, accounting for 35% of consolidated net sales, and have realized a 2% net sales CAGR for the period from Fiscal Year
2006 to Fiscal Year 2013. In the Transition Period, $1.4 billion and $1.1 billion of our net sales came from the Frozen and
Ambient portfolio, respectively.
Infant/Nutrition
Our Infant/Nutrition category consists of our Heinz branded dry meal products (such as cereal and noodles); wet meal
offerings (jar food/pouch); supplements (milk mate); snacks (teething rusks) and infant milk formula. In addition to our Heinz
branded products, this category contains strong local brands, including Complan children's nutrition sold in India, the Middle
East and Africa, and Plasmon sold in Italy, among other brands. For the Transition Period, we generated $0.7 billion in net sales
in this category, a 2.3% reduction over the comparable eight month period of Fiscal 2013, accounting for approximately 10% of
consolidated net sales. We have realized a 5% net sales CAGR for the period from Fiscal Year 2006 to Fiscal Year 2013.
Globally, Infant/Nutrition category sales in emerging market countries generated a 16% CAGR for the 2008 to 2013 period;
additionally, sales in emerging market countries currently comprise 66% of category sales, while category sales in developed
market countries comprise the 34% balance of category sales. Given the fragmented

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nature of the competitive landscape and potential for additional market penetration opportunities, especially in emerging market
countries, we have continued to focus our Infant/Nutrition efforts on emerging market countries.
Industry Trends
According to industry source Euromonitor, the global packaged foods industry is estimated to be $2.3 trillion at retail prices
in 2013 and is generally characterized by stable, resilient growth based on modest price and volume increases. Since 1999 the
market value at retail prices has grown at a CAGR of 4.8%, with underlying volume surpassing 740 million tons in 2013.
Moreover, excluding foreign currency effects, during this period the industry has never experienced a year of negative growth in
market value. Our products currently compete in global categories totaling nearly $400 billion at retail prices in 2013. We
believe the long-term fundamentals for the overall global packaged foods industry, as well as our current categories, will
continue to be favorable. It is our view that key industry success drivers include: brand support and innovation; quality; value;
taste and nutrition; and sustaining strong relationships with retailers.
Developed Market Countries
According to Euromonitor data, the developed market countries continue to be an important component of the packaged food
industry, accounting for approximately 56% market value at retail prices in 2013. Of the top ten markets in the world, six are
developed market countries, which in the aggregate account for approximately 40% of total global packaged foods market value
at retail prices. The United States is one of the largest markets in the world for packaged foods with sales at retail prices of
$360 billion in 2013. From 1999 through 2013, the market value for packaged foods at retail prices within developed market
countries has grown at a CAGR of 2.3%. We expect several trends to support continued growth of packaged foods sales in the
developed market countries including: snacking; convenience; an increased focus on health and wellness; and value for money.
Emerging Market Countries
According to Euromonitor data, while only accounting for approximately 44% of market value at retail prices in 2013,
emerging market countries are driving gains in the global packaged foods industry. From 1999 to 2013, the market value of retail
sales in emerging market countries grew at a 10.3% CAGR compared to the countries of the developed markets' 2.3% CAGR
over the same time period. The impact of recent economic contraction and current tepid recoveries in the economies of developed
market countries have further highlighted packaged food companies' desire to focus on emerging market countries, which are
experiencing robust growth. There are a number of factors driving this expansion, including: relative higher population growth;
higher consumer confidence compared to developed markets and rising levels of personal income; increased urbanization, along
with the development of modern food retail and food service outlets; emerging preferences and desires for western brands and
products, as well as fragmented competitive dynamics. As a result, we expect packaged foods growth in emerging market
countries to continue at rates in excess of developed market countries, and for emerging market countries to represent a greater
portion of the global packaged foods market value over time.
Competitive Strengths
Stable and Resilient Business
We believe we are well-positioned in a stable industry with consistent performance. Excluding currency fluctuations, our
product categories have not experienced a year of negative growth in at least the past ten years. We have leading positions within
our three core categories, a deep and broad product portfolio and a diverse geographic footprint.

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