SCHEDULE
13D/A
CUSIP No. - 191098102
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1
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NAME
OF REPORTING PERSON
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THE
COCA-COLA COMPANY
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
|
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(b)
x
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
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OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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State
of Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,482,165
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9
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SOLE
DISPOSITIVE POWER
0
|
10
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SHARED
DISPOSITIVE POWER
2,482,165
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,165
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.76%
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14
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TYPE
OF REPORTING PERSON*
CO
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*SEE
INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
13D/A
CUSIP No. - 191098102
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|
|
|
1
|
NAME
OF REPORTING PERSON
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THE
COCA-COLA TRADING COMPANY LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
|
|
|
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
|
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
State
of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,482,165
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
2,482,165
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,165
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.76%
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
13D/A
CUSIP No. - 191098102
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|
|
|
1
|
NAME
OF REPORTING PERSON
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COCA-COLA
OASIS LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
|
|
|
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
|
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
State
of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,482,165
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
2,482,165
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,165
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.76%
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE
13D/A
CUSIP No. - 191098102
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|
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1
|
NAME
OF REPORTING PERSON
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CAROLINA
COCA-COLA BOTTLING INVESTMENTS, INC.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
o
|
|
|
(b)
x
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
|
|
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
State
of Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
2,482,165
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
2,482,165
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,482,165
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.76%
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT
This Amendment No. 45 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola
Company, as amended by Amendments 1 through 44 (the “
Schedule 13D
”). Terms used herein and not otherwise
defined shall have the meanings given such terms in the Schedule 13D.
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Item
4.
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Purpose
of the Transaction
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Item 4 is hereby amended and
supplemented as follows:
Distribution Asset Purchase Agreement.
On April 13, 2017, Coca-Cola Bottling Co. Consolidated (the “
Coke Consolidated
”) and Coca-Cola Refreshments
USA, Inc. (“
CCR
”), a wholly-owned subsidiary of The Coca-Cola Company, entered into an asset purchase agreement
(the “
April 2017 Distribution APA
”) regarding Coke Consolidated’s acquisition of assets used primarily
by CCR in the distribution, promotion, marketing and sale of beverage products owned and licensed by The Coca-Cola Company and
of cross-licensed brands (as defined below) in territories located in northern Ohio that are currently served by CCR (the “
Territory
”).
The territory expansion transaction contemplated by the April 2017 Distribution APA was described in the non-binding
letter of intent entered into by Coke Consolidated and The Coca-Cola Company on February 8, 2016 and described in Amendment
No. 39 to the Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”) on February 10,
2016 and filed as Exhibit 99.2 thereto (as amended pursuant to the non-binding letter of intent entered into by Coke Consolidated
and The Coca-Cola Company on February 6, 2017 and described in Amendment No. 43 to the Schedule 13D filed with the SEC on
February 7, 2017 and filed as Exhibit 99.2 thereto, the “
February 2016 LOI
”).
Pursuant to the April 2017 Distribution
APA, Coke Consolidated will purchase from CCR (i) certain rights relating to the distribution, promotion, marketing and sale
of certain beverage brands not owned or licensed by The Coca-Cola Company (“
cross-licensed brands
”) but currently
distributed by CCR in the Territory and (ii) certain assets related to the distribution, promotion, marketing and sale of
both The Coca-Cola Company beverage brands and cross-licensed brands currently distributed by CCR in the Territory (the business
currently conducted by CCR in the Territory using such assets is referred to as the “
Distribution Business
”)
and assume certain liabilities and obligations of CCR relating to the Distribution Business. Subject in each case to certain adjustments
as set forth in the April 2017 Distribution APA, the aggregate purchase price for the transferred assets is approximately $45.2
million, and the base purchase price amount to be paid by Coke Consolidated in cash after deducting the value of certain retained
assets and retained liabilities is approximately $36.8 million.
The April 2017 Distribution APA includes
customary representations, warranties, covenants and agreements, including, among other things, covenants of CCR regarding the
conduct of the Distribution Business prior to the closing of the transaction contemplated by the April 2017 Distribution APA. The
representations and warranties of Coke Consolidated and CCR will survive for 18 months following the transaction closing date under
the April 2017 Distribution APA, except that the representations and warranties of Coke Consolidated and CCR relating to incorporation,
authority, no conflicts, CCR’s title to the transferred assets and broker fees will not expire, the representations and warranties
of CCR with respect to environmental matters will survive for five years following the transaction closing date and the representations
and warranties of CCR with respect to employee benefits matters and tax matters will survive for three years following the transaction
closing date. CCR is obligated to indemnify Coke Consolidated with respect to, among other matters, inaccuracies or breaches of
representations or warranties (subject to certain customary limitations), breaches of covenants and liabilities retained by CCR.
Coke Consolidated is obligated to indemnify CCR with respect to inaccuracies or breaches of representations or warranties, breaches
of covenants, the ownership, operation or use of the transferred assets or the operations of the Distribution Business after the
closing and certain liabilities assumed by Coke Consolidated.
The April 2017 Distribution APA contains
customary termination rights for both Coke Consolidated and CCR, including (i) the right of each party to terminate if the
transaction contemplated by the April 2017 Distribution APA has not closed by December 31, 2017 and (ii) the right of Coke
Consolidated to terminate (subject to certain conditions) if any matters disclosed by amendments or supplements to the disclosure
schedules delivered by CCR would (absent such amendments or supplements) cause the applicable closing condition related to the
bring-down of the representations and warranties by CCR in the April 2017 Distribution APA to no longer be met.
Consummation of the transaction contemplated
by the April 2017 Distribution APA is subject to a number of conditions precedent and future events occurring, including: (i) the
absence of any law or governmental order precluding the consummation of the transaction contemplated by the April 2017 Distribution
APA and the absence of any governmental proceeding seeking such an order, (ii) the receipt of any required governmental consents,
(iii) the expiration or termination of any waiting period applicable to the consummation of the transaction contemplated by
the April 2017 Distribution APA under the Hart-Scott-Rodino Act, if applicable to the transaction, (iv) the receipt and delivery
by CCR of certain third party consents, (v) agreement upon matters related to the financial methodology underlying certain
financial information about the Distribution Business, (vi) agreement upon matters related to the age and condition of certain
fleet assets and vending equipment to be transferred at the closing, (vii) the execution of an amendment to Coke Consolidated’s
final comprehensive beverage agreement with respect to the Distribution Business, (viii) no material adverse effect shall
have occurred with respect to the Distribution Business, (ix) the continued accuracy of the representations and warranties
given by CCR and Coke Consolidated (subject to certain qualifications), and (x) the execution of certain agreements or other
documents with respect to the Distribution Business regarding (A) employee matters, (B) transition services to be provided
by CCR to Coke Consolidated (if necessary), and (C) the delivery by The Coca-Cola Company of confirmation of certain marketing
funding support arrangements. There can be no assurances that these future events will occur or that these conditions will be satisfied,
or if not satisfied, waived at the closing.
Pursuant to the April 2017 Distribution
APA, Coke Consolidated and CCR have also agreed to use their reasonable good faith efforts to (i) mutually agree upon one
or more legally binding agreements with respect to Coke Consolidated’s economic participation in the existing U.S. national
food service and warehouse juice businesses of The Coca-Cola Company and its applicable affiliates, on commercially reasonable
terms and conditions to be negotiated in good faith by Coke Consolidated and CCR, and (ii) reach alignment on the key business
principles of Coke Consolidated’s economic participation in all future non-direct store delivery products or business models
of The Coca-Cola Company and its applicable affiliates, including all future beverages, beverage components, and other beverage
products distributed by means other than direct store delivery. However, Coke Consolidated and CCR have agreed that neither the
execution of agreements regarding any such economic participation nor reaching alignment on such key business principles is a condition
to closing the transaction under the April 2017 Distribution APA.
Manufacturing Asset Purchase Agreement.
Concurrent with the execution of the April 2017 Distribution APA, on April 13, 2017, Coke Consolidated and CCR entered into an
asset purchase agreement (the “
April 2017 Manufacturing APA
”), pursuant to which CCR will sell to Coke Consolidated
a regional manufacturing facility located in Twinsburg, Ohio (the “
Twinsburg Facility
”) and related manufacturing
assets as Coke Consolidated continues to expand its role as a regional producing bottler in The Coca-Cola Company’s national
product supply system. The transaction contemplated by the April 2017 Manufacturing APA was described in the February 2016 LOI.
Pursuant to the April 2017 Manufacturing
APA, Coke Consolidated will purchase from CCR the Twinsburg Facility and related manufacturing assets that currently help serve
the Territory (the business currently conducted by CCR at the Twinsburg Facility is referred to as the “
Manufacturing
Business
”). Coke Consolidated will also assume certain liabilities and obligations of CCR relating to the Manufacturing
Business. Subject in each case to certain adjustments as set forth in the April 2017 Manufacturing APA, the aggregate purchase
price for the Twinsburg Facility and related manufacturing assets is approximately $38.7 million, and the base purchase price amount
to be paid by Coke Consolidated in cash after adjusting for the value of certain retained assets and retained liabilities is approximately
$50.1 million.
The April 2017 Manufacturing APA includes
customary representations, warranties, covenants and agreements, including covenants of CCR regarding the Manufacturing Business
conducted at the Twinsburg Facility prior to the closing of the transaction contemplated by the April 2017 Manufacturing APA. The
representations and warranties of Coke Consolidated and CCR will survive for 18 months following the transaction closing date under
the April 2017 Manufacturing APA, except that the representations and warranties of Coke Consolidated and CCR relating to incorporation,
authority, no conflicts, CCR’s title to the transferred assets and broker fees will not expire, the representations and warranties
of CCR with respect to environmental matters will survive for five years following the transaction closing date and the representations
and warranties of CCR with respect to employee benefits matters and tax matters will survive for three years following the transaction
closing date. CCR is obligated to indemnify Coke Consolidated with respect to inaccuracies or breaches of representations or warranties
(subject to certain customary limitations), breaches of covenants and liabilities retained by CCR. Coke Consolidated is obligated
to indemnify CCR with respect to inaccuracies or breaches of representations or warranties, breaches of covenants, the ownership,
operation or use of the transferred assets or the operation of the Manufacturing Business after the closing and certain liabilities
assumed by Coke Consolidated.
The April 2017 Manufacturing APA contains
customary termination rights for both Coke Consolidated and CCR, including (i) the right of each party to terminate if the
transaction contemplated by the April 2017 Manufacturing APA has not closed by December 31, 2017 and (ii) the right of Coke
Consolidated to terminate (subject to certain conditions) if any matters disclosed by amendments or supplements to the disclosure
schedules delivered by CCR would (absent such amendments or supplements) cause the applicable closing condition related to the
bring-down of the representations and warranties by CCR in the April 2017 Manufacturing APA to no longer be met.
Consummation of the transaction contemplated
by the April 2017 Manufacturing APA is subject to a number of conditions precedent and future events occurring, including: (i) the
absence of any law or governmental order precluding the consummation of the transaction contemplated by the April 2017 Manufacturing
APA and the absence of any governmental proceeding seeking such an order, (ii) the receipt of any required governmental consents,
(iii) the expiration or termination of any waiting period applicable to the consummation of the transaction contemplated by
the April 2017 Manufacturing APA under the Hart-Scott-Rodino Act, if applicable to the transaction, (iv) the receipt and delivery
by CCR of certain third party consents, (v) agreement upon matters related to the financial methodology underlying certain
financial information about the Manufacturing Business, (vi) agreement upon matters related to the age and condition of certain
fleet assets to be transferred at closing, (vii) the Coke Consolidated’s prior or simultaneous acquisition of the exclusive
rights to market, promote, distribute and sell Covered Beverages and Related Products in the principal portions of the Territory
that are served by the Twinsburg Facility, (viii) the execution of an amendment to Coke Consolidated’s final regional
manufacturing agreement with respect to the Manufacturing Business conducted at the Twinsburg Facility, (ix) no material adverse
effect shall have occurred with respect to the Manufacturing Business, (x) the continued accuracy of the representations and
warranties given by CCR and Coke Consolidated (subject to certain qualifications), and (xi) the execution of certain agreements
or other documents with respect to the Manufacturing Business regarding (A) employee matters and (B) transition services to be
provided by CCR to Coke Consolidated (if necessary). There can be no assurances that these future events will occur or that these
conditions will be satisfied, or if not satisfied, waived at the closing.
The foregoing description of the April
2017 Distribution APA and the April 2017 Manufacturing APA are only a summary and are qualified in their entirety by reference
to the full text of such agreement and all exhibits thereto, which are filed as Exhibit 99.2 and Exhibit 99.3 to this Amendment
No. 45 to the Schedule 13D and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
As of the date of this report, each Reporting
Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or
direct the vote of the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “
Common Stock
”) listed
below and may be deemed to constitute a “group” under Section 13(d) of the Act.
Number of shares of Common Stock
as to which The Coca-Cola Company has:
|
(i)
|
sole power to vote or direct
the vote: 0
|
|
(ii)
|
shared power to vote or to
direct the vote: 2,482,165
|
|
(iii)
|
the sole power to dispose
of or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose of
or to direct the disposition of: 2,482,165
|
Number of shares of Common Stock
as to which The Coca-Cola Trading Company LLC has:
|
(i)
|
sole power to vote or direct
the vote: 0
|
|
(ii)
|
shared power to vote or to
direct the vote: 2,482,165
|
|
(iii)
|
sole power to dispose of
or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose of
or to direct the disposition of: 2,482,165
|
Number of shares of Common Stock
as to which Coca-Cola Oasis LLC has:
|
(i)
|
sole power to vote or direct
the vote: 0
|
|
(ii)
|
shared power to vote or to
direct the vote: 2,482,165
|
|
(iii)
|
sole power to dispose of
or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose of
or to direct the disposition of: 2,482,165
|
Number of shares as to which
Carolina Coca-Cola Bottling Investments, Inc. has:
|
(i)
|
sole power to vote or direct
the vote: 0
|
|
(ii)
|
shared power to vote or to
direct the vote: 2,482,165
|
|
(iii)
|
sole power to dispose of
or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose of
or to direct the disposition of: 2,482,165
|
The Reporting Persons
beneficially own 34.76% of the outstanding shares of Common Stock based upon 7,141,447 shares of Common Stock outstanding on March
13, 2017.
|
Item
7.
|
Material
to be Filed as Exhibits
|
Exhibit
|
|
Name
|
|
Incorporated
By
Reference To
|
Exhibit
99.1
|
|
Directors,
Officers and Managers of the Reporting Persons
|
|
Filed
herewith
|
|
|
|
|
|
Exhibit 99.2
|
|
Distribution Asset Purchase Agreement, dated April 13, 2017, by and between Coca-Cola Refreshments USA, Inc.
and Coca-Cola Bottling Co. Consolidated.
|
|
Exhibit 2.1 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on April 17, 2017
|
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|
|
|
|
Exhibit 99.3
|
|
Manufacturing Asset Purchase Agreement, dated April 13, 2017, by and between Coca-Cola Refreshments USA, Inc.
and Coca-Cola Bottling Co. Consolidated
|
|
Exhibit 2.2 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on April 17, 2017
|
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
THE COCA-COLA COMPANY
|
|
|
|
By:
|
/s/ Bernhard Goepelt
|
|
Name:
|
Bernhard Goepelt
|
Date: April 17, 2017
|
Title:
|
Senior Vice President and General Counsel
|
|
|
|
|
THE COCA-COLA TRADING COMPANY LLC
|
|
|
|
By:
|
/s/ Christopher P. Nolan
|
|
Name:
|
Christopher P. Nolan
|
Date: April 17, 2017
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
COCA-COLA OASIS LLC
|
|
|
|
By:
|
/s/ Christopher P. Nolan
|
|
Name:
|
Christopher P. Nolan
|
Date: April 17, 2017
|
Title:
|
Vice President, Chief Executive Officer and Treasurer
|
|
|
|
|
CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
|
|
|
|
By:
|
/s/ Christopher P. Nolan
|
|
Name:
|
Christopher P. Nolan
|
Date: April 17, 2017
|
Title:
|
Vice President and Treasurer
|
Exhibit
Index
Exhibit
|
|
Name
|
|
Incorporated By
Reference To
|
Exhibit 99.1
|
|
Directors, Officers and Managers of the Reporting Persons
|
|
Filed herewith
|
|
|
|
|
|
Exhibit 99.2
|
|
Distribution Asset Purchase Agreement, dated April 13, 2017, by and between Coca-Cola Refreshments USA, Inc.
and Coca-Cola Bottling Co. Consolidated.
|
|
Exhibit 2.1 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on April 17, 2017
|
|
|
|
|
|
Exhibit 99.3
|
|
Manufacturing Asset Purchase Agreement, dated April 13, 2017, by and between Coca-Cola Refreshments USA, Inc.
and Coca-Cola Bottling Co. Consolidated
|
|
Exhibit 2.2 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed on April 17, 2017
|