The Coca-Cola Company (the "Company") today announced that it
has commenced a cash tender offer and consent solicitation (the
“Offer and Solicitation”) for specified series of outstanding debt
securities issued by its wholly owned subsidiary Coca-Cola
Refreshments USA, Inc. ("CCR").
The Offer and Solicitation consists of (i) an offer to purchase
any and all of 11 series of outstanding notes of CCR (the “CCR
notes”) and (ii) a solicitation of consents from the holders of the
CCR notes to amend or eliminate certain covenants and events of
default applicable to the CCR notes contained in their governing
indenture to substantially conform to the covenants and events of
default in the indenture governing the Company’s existing unsecured
and unsubordinated debt. Approximately $1.7 billion aggregate
principal amount of the CCR notes are currently outstanding. The
Offer and Solicitation is being made pursuant to an offer to
purchase and consent solicitation statement (the “Statement”) dated
today, which sets forth a more comprehensive description of the
terms of the Offer and Solicitation.
Subject to the conditions described in the Statement, the
Company intends to provide full and unconditional guarantees of the
CCR notes. The guarantees will be the Company's unsecured and
unsubordinated obligations and will rank equally in right of
payment with all of the Company's other unsubordinated debt.
The Company is offering to purchase for cash and seeking
consents from the holders of any and all of the CCR notes as listed
in the table below:
Series of CCR Notes Aggregate Principal
AmountOutstanding
BloombergReferencePage
USTReferenceSecurity
EarlyTenderPremium
Fixed Spread(Basis
Points)
TotalConsideration
Consent Payment(as an
amount)
Zero Coupon Notes due June 20,
2020(CUSIP/ISIN:191219AV6/US191219AV64)
$170,926,000 PX1
1.500% dueMay 15, 2020
$30.00 20 (1)
$1.00 per $1,000
8.500% Debentures due February 1,
2022(CUSIP/ISIN:191219AP9/US191219AP96)
$327,097,000 PX1
1.875% dueApr. 30, 2022
$30.00 20 (1) $1.25 per $1,000
8.000% Debentures due September 15,
2022(CUSIP/ISIN:191219AQ7/US191219AQ79)
$133,208,000 PX1
1.875% dueApr. 30, 2022
$30.00 30 (1) $1.25 per $1,000
6.750% Debentures due September 15,
2023(CUSIP/ISIN:191219AU8/US191219AU81)
$127,775,000 PX1
2.000% dueApr. 30, 2024
$30.00 30 (1) $1.50 per $1,000
7.000% Debentures due October 1,
2026(CUSIP/ISIN:191219AW4/US191219AW48)
$110,187,000 PX1
2.375% dueMay 15, 2027
$30.00 50 (1) $2.00 per $1,000
6.950% Debentures due
2026(CUSIP/ISIN:191219AY0/US191219AY04)
$205,522,000 PX1
2.375% dueMay 15, 2027
$30.00 50 (1) $2.00 per $1,000
6.750% Debentures due
2028(CUSIP/ISIN:191219BE3/US191219BE31)
$172,602,000 PX1
2.375% dueMay 15, 2027
$30.00 65 (1) $2.50 per $1,000
6.700% Debentures due
2036(CUSIP/ISIN:191219AX2/US191219AX21)
$152,212,000 PX1
3.000% dueFeb. 15, 2047
$30.00 70 (1) $3.25 per $1,000
5.710% Medium-Term
Notes(CUSIP/ISIN:19122EAP7/US19122EAP79)
$4,390,000 PX1
3.000% dueFeb. 15, 2047
$30.00 70 (1) $3.25 per $1,000
6.750% Debentures due
2038(CUSIP/ISIN:191219BC7/US191219BC74)
$113,137,000 PX1
3.000% dueFeb. 15, 2047
$30.00 75 (1) $3.50 per $1,000
7.000% Debentures due
2098(CUSIP/ISIN:191219BD5/US191219BD57)
$195,041,000 PX1
3.000% dueFeb. 15, 2047
$30.00 130 (1) $5.00 per $1,000 (1) The Total Consideration
offer per $1,000 aggregate principal amount of each series of CCR
Notes validly tendered and not validly withdrawn pursuant to the
Offer and Solicitation will be determined in the manner described
further in the Statement, including Annex B thereto, using the
applicable fixed spread specified in this table over the applicable
bid-side yield to maturity as calculated by the Dealer Managers
based on the bid-side price of the applicable U.S. Treasury
Security specified in this table, as quoted on the applicable
Bloomberg reference page specified in this table at 11:00 a.m., New
York City time on June 6, 2017. See Annex B for the hypothetical
Total Consideration for each series of CCR Notes as calculated on
May 19, 2017.
The Offer and Solicitation is scheduled to expire at 11:59 p.m.
New York City time, on June 20, 2017, unless extended or earlier
terminated. Holders of CCR notes must tender and not withdraw their
CCR notes before the early tender and consent expiration date,
which is 5:00 p.m., New York City time, on June 5, 2017, unless
extended, to be eligible to receive the total consideration.
Holders of CCR notes who tender their CCR notes after the early
tender date will only be eligible to receive the tender offer
consideration, which is the total consideration minus $30 per
$1,000 principal amount of CCR notes tendered by such holder that
are accepted for purchase. Holders not wishing to tender their CCR
notes, but wishing to deliver consents with respect to their CCR
notes must deliver, and not validly revoke, their consents pursuant
to the consent solicitation on or before the early tender and
consent expiration date in order to be eligible to receive the
consent payment in an amount equal to the amount listed in the
table above for each series of CCR notes. Holders of CCR notes may
withdraw tendered CCR notes and revoke consents on or before the
early tender and consent expiration date but not thereafter.
The total consideration for each $1,000 principal amount of CCR
notes tendered and accepted for payment pursuant to the tender
offer will be determined in the manner described in the Statement
by reference to the bid-side yield to maturity of the applicable
U.S. Treasury Security specified on the cover page of the Statement
as measured by the dealer managers at 11:00 a.m., New York City
time, on June 6, 2017 plus the applicable fixed spread specified on
the cover page of the Statement. In addition to the total
consideration or the tender offer consideration, as applicable,
accrued and unpaid interest up to, but not including, the payment
date will be paid in cash on all validly tendered CCR notes
accepted in the tender offer. The payment date for Offer and
Solicitation will follow promptly after the applicable expiration
dates and currently is expected to be Thursday June 22, 2017.
The Offer and Solicitation is subject to the satisfaction or
waiver of certain conditions set forth in the Statement.
The Company has retained BofA Merrill Lynch, J.P. Morgan
Securities LLC and Santander Investment Securities Inc. to serve as
dealer managers and solicitation agents and D.F. King & Co.,
Inc. to serve as the tender and information agent for the Offer and
Solicitation.
Requests for documents may be directed to D.F. King & Co.,
Inc. by telephone at (888) 605-1956 (toll free) or (212) 269-5550
(collect), by email at KO@dfking.com, or in writing at 48 Wall
Street, 22nd Floor, New York, New York 10005. Questions regarding
the Offer and Solicitation may be directed to BofA Merrill Lynch at
(888) 292-0070 (toll free) or (980) 683-3215 (collect), J.P. Morgan
Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811
(collect) or Santander Investment Securities Inc. at (855)-404-3636
(toll free) or (212)-940-1442 (collect).
This press release is not an offer to purchase the CCR notes or
a solicitation of consent to the CCR notes, which may be made only
pursuant to the terms of the Statement. In any jurisdiction where
the laws require the Offer and Solicitation to be made by a
licensed broker or dealer, the Offer and Solicitation will be
deemed made on behalf of the Company by BofA Merrill Lynch, J.P.
Morgan Securities LLC and Santander Investment Securities Inc. or
one or more registered brokers or dealers under the laws of such
jurisdiction.
The Company has filed an effective registration statement
(including a prospectus supplement and accompanying base
prospectus) with the Securities and Exchange Commission (the "SEC")
relating to the offering to which this communication relates.
Before making an investment in the Guarantees, potential investors
should read the prospectus supplement, the accompanying prospectus
and the other documents that we and the Company have filed with the
SEC for more complete information about us and the offering.
Potential investors may obtain these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, copies may
be obtained from: BofA Merrill Lynch, by mail at Attention:
Liability Management Group, 214 North Tryon Street, 14th Floor,
Charlotte, North Carolina 28255, or by calling (888) 292-0070; J.P.
Morgan Securities LLC, by mail at Attention: Liability Management
Group, 383 Madison Avenue New York, New York 10179 or by calling
(866) 834-4666; or Santander Investment Securities Inc., by mail at
Attention: Liability Management Group, 45 East 53rd Street, New
York, New York 10022, by calling (855)-404-3636 or by emailing
liabilitymanagement@santander.us.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these Guarantees in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer or sale of the Notes will be made only by
means of a prospectus supplement relating to the offering of the
Guarantees and the accompanying prospectus.
About The Coca-Cola
Company
The Coca-Cola Company (NYSE: KO) is the world’s largest beverage
company, offering over 500 brands to people in more than 200
countries. Of our 21 billion-dollar brands, 19 are available in
lower- or no-sugar options to help people moderate their
consumption of added sugar. In addition to our namesake Coca-Cola
drinks, some of our leading brands around the world include: AdeS
soy-based beverages, Ayataka green tea, Dasani waters, Del Valle
juices and nectars, Fanta, Georgia coffee, Gold Peak teas and
coffees, Honest Tea, Minute Maid juices, Powerade sports drinks,
Simply juices, smartwater, Sprite, vitaminwater, and Zico coconut
water. At Coca-Cola, we’re serious about making positive
contributions to the world. That starts with reducing sugar in our
drinks and continuing to introduce new ones with added benefits. It
also means continuously working to reduce our environmental impact,
creating rewarding careers for our associates and bringing economic
opportunity wherever we operate. Together with our bottling
partners, we employ more than 700,000 people around the world. For
more information, visit our digital magazine Coca-Cola Journey at
www.coca-colacompany.com, and follow The Coca-Cola Company on
Twitter, Instagram, Facebook and LinkedIn.
Forward-Looking
Statements
This press release may contain statements, estimates or
projections that constitute “forward-looking statements” as defined
under U.S. federal securities laws. Generally, the words “believe,”
“expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and
similar expressions identify forward-looking statements, which
generally are not historical in nature. Forward-looking statements
are subject to certain risks and uncertainties that could cause
actual results to differ materially from The Coca-Cola Company’s
historical experience and our present expectations or projections.
These risks include, but are not limited to, obesity and other
health-related concerns; water scarcity and poor quality; evolving
consumer preferences; increased competition and capabilities in the
marketplace; product safety and quality concerns; perceived
negative health consequences of certain ingredients, such as
non-nutritive sweeteners and biotechnology-derived substances, and
of other substances present in our beverage products or packaging
materials; an inability to be successful in our innovation
activities; increased demand for food products and decreased
agricultural productivity; changes in the retail landscape or the
loss of key retail or foodservice customers; an inability to expand
operations in emerging and developing markets; fluctuations in
foreign currency exchange rates; interest rate increases; an
inability to maintain good relationships with our bottling
partners; a deterioration in our bottling partners' financial
condition; increases in income tax rates, changes in income tax
laws or unfavorable resolution of tax matters; increased or new
indirect taxes in the United States and throughout the world;
increased cost, disruption of supply or shortage of energy or
fuels; increased cost, disruption of supply or shortage of
ingredients, other raw materials or packaging materials; changes in
laws and regulations relating to beverage containers and packaging;
significant additional labeling or warning requirements or
limitations on the marketing or sale of our products; an inability
to protect our information systems against service interruption,
misappropriation of data or breaches of security; unfavorable
general economic conditions in the United States; unfavorable
economic and political conditions in international markets;
litigation or legal proceedings; failure to adequately protect, or
disputes relating to, trademarks, formulae and other intellectual
property rights; adverse weather conditions; climate change; damage
to our brand image and corporate reputation from negative
publicity, even if unwarranted, related to product safety or
quality, human and workplace rights, obesity or other issues;
changes in, or failure to comply with, the laws and regulations
applicable to our products or our business operations; changes in
accounting standards; an inability to achieve our overall long-term
growth objectives; deterioration of global credit market
conditions; default by or failure of one or more of our
counterparty financial institutions; an inability to renew
collective bargaining agreements on satisfactory terms, or we or
our bottling partners experience strikes, work stoppages or labor
unrest; future impairment charges; multi-employer pension plan
withdrawal liabilities in the future; an inability to successfully
integrate and manage our Company-owned or - controlled bottling
operations; an inability to successfully manage our refranchising
activities; failure to realize the economic benefits from or an
inability to successfully manage the possible negative consequences
of our productivity initiatives; failure to realize a significant
portion of the anticipated benefits of our strategic relationship
with Monster; inability to attract or retain a highly skilled
workforce; global or regional catastrophic events, including
terrorist acts, cyber-strikes and radiological attacks; and other
risks discussed in our Company’s filings with the Securities and
Exchange Commission (SEC), including our Annual Report on Form 10-K
for the year ended December 31, 2016, which filings are available
from the SEC. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. The Coca-Cola Company undertakes no obligation to
publicly update or revise any forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20170522005652/en/
The Coca-Cola CompanyInvestors and Analysts:Tim
Leveridge, +01 404-676-7563orMedia Relations:Kent
Landers, +01 404-676-2683
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