Item 2.01
Completion of Acquisition or Disposition of Assets.
On January 31, 2017 (the Closing Date), Dr Pepper Snapple Group, Inc. (the Company) completed its previously announced acquisition of Bai Brands LLC (Bai), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 21, 2016 (the Original Merger Agreement), and as amended on January 31, 2017 (Amendment No. 1 and, together with the Original Merger Agreement as amended by Amendment No. 1, the Merger Agreement), by and among the Company, Superfruit Merger Sub, LLC (Merger Sub), Bai and Fortis Advisors LLC, in its capacity as the Member Representative. Capitalized terms used herein have the meanings set forth in the Merger Agreement.
On the Closing Date, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Bai (the Merger), with Bai surviving the Merger as a wholly-owned indirect subsidiary of the Company (the Effective Time).
At the Effective Time, each Class A Voting Common Unit, Class B Voting Common Unit, Non-Voting Common Unit and Profits Interest Unit held by the members of Bai (the Members) (together the Bai Units) (including all Bai Units to be issued upon the vesting of Restricted Units held by the Members and all Bai Units to be issued upon the exercise (including the deemed exercise) of Warrants held by the Members) were cancelled and exchanged for an aggregate of USD $1.7 billion in cash, as adjusted and subject to the reduction of certain expenses set forth in the Merger Agreement (the Merger Consideration). A portion of the Merger Consideration is being held in escrow to secure the indemnification obligations of the Members.
As previously disclosed, on December 14, 2016, the Company entered into the Seventh Supplemental Indenture by and among the Company, Well Fargo Bank, N.A. (Wells Fargo), as trustee, and the guarantors party thereto, to the Indenture, dated as of December 15, 2009, by and among the Company, Wells Fargo and the guarantors party thereto, in connection with the issuance of USD $1.55 billion of senior unsecured notes consisting of $250 million aggregate principal amount of 2.530% Senior Notes due 2021 (the 2021 Notes), $500 million aggregate principal amount of 3.130% Senior Notes due 2023 (the 2023 Notes), $400 million aggregate principal amount of 3.430% Senior Notes due 2027 (the 2027 Notes) and $400 million aggregate principal amount of 4.420% Senior Notes due 2046 (the 2046 Notes and, together with the 2021 Notes, the 2023 Notes and the 2027 Notes, the Notes). The Notes were issued in an underwritten offering registered under the Securities Act of 1933, as amended. The Company used the net proceeds from the issuance of the Notes, together with working capital, to fund the Merger Consideration.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Original Merger Agreement (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed November 23, 2016 and incorporated by reference herein) and Amendment No. 1, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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