KRAFT HEINZ CO: entering into a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, statements financials and exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On July 8, 2022, Kraft Heinz Food Company (“KHFC”) and The Kraft Heinz Company
(the “Company”) entered into a new credit agreement (the “credit agreement”) with JPMorgan Chase Bank, North America., as administrative agent, JPMorgan Chase Bank, North America., BofA Securities, Inc.Barclays Bank PLC, Citibank, North America., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc.Royal Bank of Canada and
Wells Fargo Securities, LLCas revolving joint lead arrangers and revolving joint bookrunners, Bank of America, North America., Barclays Bank PLC, Citibank, North America.,
Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc.Royal Bank of Canada and Wells Fargo Bank, National Associationas revolving syndication agents, and the lenders named therein.

The credit agreement replaces the existing agreement of KHFC and the company $4.0 billion
revolving credit facility that was due to mature on July 6, 2025 (the “Existing Credit Agreement”). The Credit Agreement provides for a five-year senior unsecured revolving credit facility in the aggregate amount of
$4.0 billion (the “New Revolving Credit Facility”). The new revolving credit facility includes a $1.0 billion sub-limit for borrowing in Canadian dollars, euros or British pounds sterling as well as a swingline sub-facility of up to
$400 milliona letter of credit sub-facility of up to $300 million, and a competitive lending facility under which the Borrowers (defined below) may borrow on a non-significant basis from one or more of the lenders under the New Revolving Credit Facility. In addition, and subject to certain conditions, KHFC may increase the amount of Revolving Commitments and/or add term loan tranches to KHFC for a combined total amount of up to $1.0 billion.

The New Revolving Credit Facility is available to KHFC and any wholly owned subsidiary of KHFC designated by KHFC (each, a “Subsidiary Borrower” and, together with KHFC, the “Borrowers”) and will mature on July 8, 2027. KHFC may periodically request extension of the Renewable Maturity Date in one-year periods. The New Revolving Credit Facility may be prepaid at any time and unused covenants may be reduced at any time, in whole or in part, at the option of the borrower, without premium or penalty (subject to notice periods and minimum amounts). Competitive Loans may not be prepaid except as set forth in the applicable Competitive Notice evidencing the Competitive Loan.

Obligations under the new revolving credit facility are guaranteed by KHFC and the Company against indebtedness and other liabilities of any subsidiary borrower.

Interest rates on the obligations under the new revolving credit facility are based on prevailing annual interest rates for SOFR/EURIBOR/CDOR term loans or other Canadian base rate/prime rate, in each case subject to an applicable margin based on the senior long term rate. unsecured and unenhanced credit rating assigned to KHFC.

KHFC will pay certain recurring fees in connection with the New Revolving Credit Facility, including (1) fees on unused lender commitments under the New Revolving Credit Facility, and (2) participation fees and fronting fees. on the total nominal amounts of outstanding letters of credit.

The Credit Agreement also contains customary representations, covenants and events of default.

The financial institutions parties to the Credit Agreement have provided and may continue to provide commercial banking and financial services for KHFC and/or the Company for which they have received and will continue to receive customary fees.

The above description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed herein as Schedule 10.1.

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Item 1.02. Termination of a Material Definitive Agreement.

On July 8, 2022in connection with KHFC and the Company entering into the Credit Agreement, the existing Credit Agreement, dated July 6, 2015by and among KHFC (formerly known as HJ Heinz Company), the Company (formerly known as HJ Heinz Holding Company), the lenders being parties thereto, JPMorgan Chase Bank, North America., as administrative agent, and JPMorgan Europe Limitedas
London agent, as amended from time to time, has been terminated.

The existing credit agreement provided for a revolving credit facility of up to
$4.1 billion through July 6, 2023 and until $4.0 billion of July 6, 2023
at maturity on July 6, 2025. Obligations under the existing credit agreement were guaranteed by KHFC and the Company against indebtedness and other liabilities of any subsidiary borrower.

The financial institutions party to the Existing Credit Agreement have provided and may continue to provide commercial banking and financial services for KHFC and/or the Company for which they have received and will continue to receive customary fees.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set forth above in Section 1.01 is incorporated by reference in this Section 2.03.

Item 8.01. Other Events.

As previously described in the company’s quarterly report on Form 10-Q for the period ended March 26, 2022, during the fourth quarter of the Company’s fiscal year 2021, certain organizational changes were announced that impacted the Company’s internal reporting and reportable segments from the second quarter of fiscal year 2022 of the Company. Following these changes, the Company consolidated its United States and Canada areas to form the North America
area. Beginning in the second quarter of its 2022 fiscal year, the Company manages and reports its results of operations through two reportable segments defined by geographic region: North America and International.

Prior to the reorganization of the Company’s reportable segments in the second quarter of fiscal 2022, the Company managed and reported its results of operations through three reportable segments defined by geographic region: United StatesInternational and Canada. Consequently, the Company provides additional historical segment financial information, in accordance with the new segment structure to be presented, in Note 99.1.

Item 9.01. Financial statements and supporting documents.

(d) The following exhibits are filed with this current report on Form 8-K.

Exhibit No.       Description

10.1                Credit Agreement, dated July 8, 2022, among The Kraft Heinz
                  Company, Kraft Heinz Foods Company, the initial lenders party
                  thereto, and JPMorgan Chase Bank, N.A., as administrative agent.


99.1                Supplemental Historical Financial Information by New Reportable
                  Segments for the years ended December 25, 2021, December 26,
                  2020, and December 28, 2019, and for each of the quarters ended
                  March 27, 2021, June 26, 2021, September 25, 2021, December 25,
                  2021, and March 26, 2022.

104               The cover page of The Kraft Heinz Company's Current Report on
                  Form 8-K dated July 8, 2022, formatted in inline XBRL.



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