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KRAFT HEINZ CO : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

11/19/2021 | 04:33pm

Item 1.01. Entry Into a Material Definitive Agreement.

On November 17, 2021, The Kraft Heinz Company (the "Company") and HK3 18 LP (the
"Selling Stockholder"), an affiliate of 3G Global Food Holdings LP, entered into
an underwriting agreement (the "Underwriting Agreement") with BofA Securities,
, as sole underwriter, relating to an underwritten public offering (the
"Offering") by the Selling Stockholder of 30,596,465 shares (the "Underwritten
Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"). The Company did not sell any shares of Common Stock in the Offering or
receive any of the proceeds from the sale of Common Stock by the Selling
Stockholder. Gross proceeds from the Offering of Common Stock are approximately
$1.1 billion. The Offering is expected to close on November 22, 2021, subject to
customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, and
covenants and includes the terms and conditions for the sale of the Underwritten
Shares, as well as indemnification and contribution obligations and other terms
and conditions customary in agreements of this type. The Company, certain of its
officers and directors, the Selling Stockholder, and 3G Global Food Holdings LP
and certain of its affiliates have agreed to customary lockup restrictions
pursuant to which, subject to certain exceptions, they may not offer, pledge,
sell, or purchase any Company securities for a 45-day period after the date of
the prospectus supplement, without the consent of BofA Securities, Inc.

The Offering was made pursuant to the Company's automatic registration statement
on Form S-3 (Registration No. 333-250081-01), filed with the U.S. Securities and
Exchange Commission
on November 13, 2020, a base prospectus dated November 13,
forming a part thereof, and a prospectus supplement dated November 17,

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above
description is qualified in its entirety by reference to such exhibit.

The legal opinion and consent of Gibson, Dunn & Crutcher LLP relating to the
validity of the shares of Common Stock is filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished with this Current Report on Form 8-K.

No. Description

1.1 Underwriting Agreement, dated November 17, 2021, by and among The
Kraft Heinz Company
, the Selling Stockholder named in Schedule B
thereto, and BofA Securities, Inc., as sole underwriter.

5.1 Opinion of Gibson, Dunn & Crutcher LLP.

23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1

104 The cover page of The Kraft Heinz Company's Current Report on Form 8-K
dated November 17, 2021, formatted in inline XBRL.


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