Kraft – Heinz Investor Presentation

Key Transaction Highlights

Consideration

  • Kraft shareholders to own 49% and Heinz shareholders to own 51% of the combined entity
  • Kraft shareholders to receive a cash payment of $16.50 per share ($10 billion aggregate value), fully funded by $10 billion of new common equity contributed by Heinz shareholders

Capital Structure

  • Strongly committed to Investment Grade capital structure for long-term sustainability
  • Refinance $9.5bn of existing Heinz High-Yield debt with Investment Grade debt at transaction close
  • Call Preferred Equity in 2016 and replace with Investment Grade debt, with $450 -$500 million in annualized cash savings

Value Creation

  • Significant synergy potential – $1.5 billion in run-rate annual cost savings by 2017
  • Significant revenue synergy opportunity, with strong platform for international growth
  • Meaningful working capital improvements
  • Immediate cash payment and EPS accretive by 2017

Dividend

  • Maintain Kraft’s current dividend per share, which is expected to increase over time

Timing

  • Transaction expected to close during H2 2015

Key Governance Highlights

Management

  • Bernardo Hees, Chief Executive Officer of Heinz, will be appointed Chief Executive Officer of The Kraft Heinz Company
  • The new executive team for the combined global company will be announced during the transition period, but no later than transaction closing

Board of Directors

  • Board of Directors of the combined company will consist of five members appointed by the current Kraft Board, as well as six members appointed by the current Heinz Board
  • From Heinz, members of the new Board will be Alex Behring, Warren E. Buffett, Jorge Paulo Lemann, Marcel Telles, Greg Abel and Tracy Britt Cool
  • Alex Behring, Chairman of Heinz and the Managing Partner at 3G Capital, will become Chairman of The Kraft Heinz Company
  • From Kraft, members of the new Board will be John T. Cahill, John C. Pope, Mackey J. McDonald, L. Kevin Cox and Jeanne P. Jackson
  • John Cahill, Kraft Chairman and Chief Executive Officer, will become Vice Chairman and Chair of a newly formed Operations and Strategy Committee of the Board of Directors

Community

  • The Kraft Heinz Company will be co-headquartered in Pittsburgh and the Chicago area
  • Committed to supporting local charities and community relationships in the communities in which it operates

Kraft - Heinz

Kraft - Heinz

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