Davis Polk & Wardwell advised H. J. Heinz Company, as issuer, in connection with a registered offering of $500 million aggregate principal amount of its 5.350% notes due 2013. The notes were underwritten by Banc of America Securities LLC, J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters.

H.J. Heinz Company, incorporated in Pennsylvania on July 27, 1900, manufactures and markets an extensive line of processed food products throughout the world. Its principal products include ketchup, condiments and sauces, frozen food, soups, beans and pasta meals, infant food and other processed food products.

The Davis Polk corporate team included partners Michael Kaplan and Deanna L. Kirkpatrick and associates Amber D. Derryberry, Ilya Fradkin (not yet admitted) and Daniel Smit of the New York office. Partner Rachel D. Kleinberg of the Menlo Park office and associate Craig A. Phillips of the New York office provided tax advice. Eric Ross of the New York office was the legal assistant on the transaction.