On May 22, 2017, The Coca-Cola Company (the “Company”) announced
that it 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 was made pursuant to an offer to
purchase and consent solicitation statement (the “Original
Statement”), dated May 22, 2017. Under the terms described in the
Original Statement, the Offer and Solicitation for each series of
CCR notes (as defined below), including the Extended Notes (as
defined below), would have expired at 5:00 p.m., New York City
time, on June 5, 2017.
The Offer and Solicitation consisted of (i) an offer to purchase
any and all of 11 series of outstanding notes of CCR (the “CCR
notes”), including the Zero Coupon Notes due June 20, 2020, 8.500%
Debentures due February 1, 2022, 8.000% Debentures due September
15, 2022 and 7.000% Debentures due 2098 (collectively, the
“Extended Notes”), and (ii) a solicitation of consents from the
holders of the CCR notes, including the Extended 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.
Subject to the conditions described in the Original Statement, the
Company intends to provide full and unconditional guarantees of the
CCR notes.
The Total Consideration (as defined in the Original Statement)
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 Original Statement by reference to the
bid-side yield to maturity of the applicable U.S. Treasury Security
specified on the cover page of the Original 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 Original Statement.
Extension of Consent Solicitation for the Extended Notes
Today, the Company announced that it has amended the Original
Statement (as amended, the “Amended Statement”) and is extending
the period for holders of the Extended Notes to deliver consents
until 5:00 p.m., New York City time, on June 20, 2017 (the
“Extended Consent Expiration Date”).
Holders of Extended Notes may:
- tender their Extended Notes and thereby
deliver the related consents pursuant to the Offer and Solicitation
on or before the Extended Consent Expiration Date; or
- deliver consents without tendering
their Extended Notes, pursuant to the Offer and Solicitation on or
before the Extended Consent Expiration Date.
Holders of Extended Notes must validly tender their Extended
Notes, and thereby deliver their respective consents, on or before
the Extended Consent Expiration Date in order to be eligible to
receive the Total Consideration. Holders not tendering their
Extended Notes pursuant to the Offer and Solicitation who wish to
deliver consents pursuant to the Offer and Solicitation must
validly deliver their consents on or before the Extended Consent
Expiration Date in order to be eligible to receive the Consent
Payment (as defined in the Amended Statement). The right of holders
of Extended Notes to revoke tenders or deliveries of related
consents expired as of 5:00 p.m., New York City time, on June 5,
2017.
As described in the Original Statement, the Company reserved the
right, subject to applicable law, to extend the Offer and
Solicitation at any time, with respect to any or all series of CCR
notes, for any reason. The Company further reserved the right to
extend the Offer and Solicitation for one or more series of CCR
notes, while not extending for the remaining series of CCR notes.
Accordingly, the Company today announced that it is waiving the
Cross-Consent Condition (as defined in the Amended Statement) with
respect to the Extended Notes only.
Results of Consent Solicitation and Tender Offer for Certain CCR
Notes
Today, the Company announced the results of the Offer and
Solicitation as of the early tender and consent expiration date.
According to the information provided by the tender and information
agent for the Offer and Solicitation, D.F. King & Co., as of
5:00 p.m. on Monday, June 5, 2017, the Company received the
following consents and tenders from the holders of certain CCR
notes:
Series of CCR Notes Consent Only
Consent and Tender Total Consents CCR Notes
Received
6.750% Debentures due September 15,
2023
(CUSIP/ISIN:191219AU8/US191219AU81)
$52,906,000, representing 41.41% of the total principal amount
outstanding $36,460,000, representing 28.53% of the total principal
amount outstanding $89,366,000, representing 69.94% of the total
principal amount outstanding
7.000% Debentures due October 1, 2026
(CUSIP/ISIN:191219AW4/US191219AW48)
$76,985,000, representing 69.87% of the total principal amount
outstanding $9,882,000, representing 8.97% of the total principal
amount outstanding $86,867,000, representing 78.84% of the total
principal amount outstanding
6.950% Debentures due 2026
(CUSIP/ISIN:191219AY0/US191219AY04)
$106,078,000, representing 51.61% of the total principal amount
outstanding $53,773,000, representing 26.16% of the total principal
amount outstanding $159,851,000, representing 77.78% of the total
principal amount outstanding
6.750% Debentures due 2028
(CUSIP/ISIN:191219BE3/US191219BE31)
$115,617,000, representing 66.98% of the total principal amount
outstanding $41,244,000, representing 23.90% of the total principal
amount outstanding $156,861,000, representing 90.88% of the total
principal amount outstanding
6.700% Debentures due 2036
(CUSIP/ISIN:191219AX2/US191219AX21)
$116,687,000, representing 76.66% of the total principal amount
outstanding $31,869,000, representing 20.94% of the total principal
amount outstanding $148,556,000, representing 97.60% of the total
principal amount outstanding
5.710% Medium-Term Notes
(CUSIP/ISIN:19122EAP7/US19122EAP79)
$0, representing 0% of the total principal amount outstanding
$3,390,000, representing 77.22% of the total principal amount
outstanding $3,390,000, representing 77.22% of the total principal
amount outstanding
6.750% Debentures due 2038
(CUSIP/ISIN:191219BC7/US191219BC74)
$68,957,000, representing 60.95% of the total principal amount
outstanding $24,243,000, representing 21.43% of the total principal
amount outstanding $93,200,000, representing 82.38% of the total
principal amount outstanding
The right of the holders of the CCR notes, including the
Extended Notes, to withdraw or revoke tenders of CCR notes or
deliveries of the related consents expired at 5:00 p.m., New York
City time, on June 5, 2017. All other descriptions, terms and
conditions set forth in the Original Statement remain unchanged.
The Offer and Solicitation is subject to the satisfaction or waiver
of certain conditions set forth in the Amended Statement.
Holders of the CCR notes, including the Extended Notes, may
obtain additional copies of the Amended Statement and related
materials from 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 a solicitation of consent to the CCR
notes, which may be made only pursuant to the terms of the Amended
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, amendment to the 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 amended
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.
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.
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/20170606005833/en/
The Coca-Cola CompanyInvestors and Analysts:Tim Leveridge, +01
404-676-7563orMedia Relations:Kent Landers, +01 404-676-2683
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