Current Report Filing (8-k)
September 09 2019 - 6:02AM
Edgar (US Regulatory)
0000021344
false
0000021344
2019-09-03
2019-09-04
0000021344
us-gaap:CommonStockMember
2019-09-03
2019-09-04
0000021344
ko:FloatingRateNotesDue2019Member
2019-09-03
2019-09-04
0000021344
ko:A0.000NotesDue2021Member
2019-09-03
2019-09-04
0000021344
ko:FloatingRateNotesDue2021Member
2019-09-03
2019-09-04
0000021344
ko:A1.125NotesDue2022Member
2019-09-03
2019-09-04
0000021344
ko:A0.125NotesDue2022Member
2019-09-03
2019-09-04
0000021344
ko:A0.75NotesDue2023Member
2019-09-03
2019-09-04
0000021344
ko:A0.500NotesDue2024Member
2019-09-03
2019-09-04
0000021344
ko:A1.875NotesDue2026Member
2019-09-03
2019-09-04
0000021344
ko:A0.750NotesDue2026Member
2019-09-03
2019-09-04
0000021344
ko:A1.125NotesDue2027Member
2019-09-03
2019-09-04
0000021344
ko:A1.250NotesDue2031Member
2019-09-03
2019-09-04
0000021344
ko:A1.625NotesDue2035Member
2019-09-03
2019-09-04
0000021344
ko:A1.100NotesDue2036Member
2019-09-03
2019-09-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
Entity Registrant Name
|
COCA COLA CO
|
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
Date of Report (Date
of earliest event reported):
September 4, 2019
(Exact name of registrant
as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
|
001-02217
(Commission
File Number)
|
58-0628465
(I.R.S. Employer
Identification No.)
|
One Coca-Cola Plaza
Atlanta, Georgia
(Address of principal executive offices)
|
|
30313
(Zip Code)
|
Registrant’s telephone
number, including area code: (404) 676-2121
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.25 Par Value
|
KO
|
New York Stock Exchange
|
Floating Rate Notes Due 2019
|
KO19A
|
New York Stock Exchange
|
0.000% Notes Due 2021
|
KO21B
|
New York Stock Exchange
|
Floating Rate Notes Due 2021
|
KO21C
|
New York Stock Exchange
|
1.125% Notes Due 2022
|
KO22
|
New York Stock Exchange
|
0.125% Notes Due 2022
|
KO22B
|
New York Stock Exchange
|
0.75% Notes Due 2023
|
KO23B
|
New York Stock Exchange
|
0.500% Notes Due 2024
|
KO24
|
New York Stock Exchange
|
1.875% Notes Due 2026
|
KO26
|
New York Stock Exchange
|
0.750% Notes Due 2026
|
KO26C
|
New York Stock Exchange
|
1.125% Notes Due 2027
|
KO27
|
New York Stock Exchange
|
1.250% Notes Due 2031
|
KO31
|
New York Stock Exchange
|
1.625% Notes Due 2035
|
KO35
|
New York Stock Exchange
|
1.100% Notes Due 2036
|
KO36
|
New York Stock Exchange
|
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
On September 6, 2019, The Coca-Cola Company
(the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of its 1.750% Notes due 2024
and $1,000,000,000 aggregate principal amount of its 2.125% Notes due 2029 (collectively, the “Notes”).
The offering of the Notes was made pursuant
to the Company’s shelf registration statement on Form S-3 (Registration No. 333-214273) filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2016, as amended by Post-Effective Amendment No. 1 filed with the SEC on May 22, 2017.
In connection with the offering of the
Notes, the Company entered into an Underwriting Agreement, dated September 4, 2019 (the “Underwriting
Agreement”), between the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities LLC, as representatives of the several underwriters named therein (together, the “Underwriters”).
Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed
to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against
certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were issued under an Amended and
Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and Deutsche
Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture,
dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007, between the Company and Deutsche
Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee.
The Underwriting Agreement, the Indenture
and the respective forms of global note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits.
|
In reviewing the agreements included as
exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended
to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements
contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties
have been made solely for the benefit of the other parties to the applicable agreement and:
|
·
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one
of the parties if those statements prove to be inaccurate;
|
|
·
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable
agreement, which disclosures are not necessarily reflected in the agreement;
|
|
·
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors;
and
|
|
·
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement
and are subject to more recent developments.
|
Accordingly, these representations and warranties
may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the
Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge
through the SEC’s website at http://www.sec.gov.
Exhibit 1.1
|
Underwriting Agreement, dated September 4, 2019, between the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
|
|
|
Exhibit 4.1
|
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company
Americas, as successor to Bankers Trust Company, as trustee incorporated herein by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on May 25, 2017.
|
|
|
Exhibit 4.2
|
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26,
1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee incorporated herein by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on May 25, 2017.
|
|
|
Exhibit 4.3
|
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26,
1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as
trustee incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on
May 25, 2017.
|
|
|
Exhibit 4.4
|
Form of Note for 1.750% Notes due 2024.
|
|
|
Exhibit 4.5
|
Form of Note for 2.125% Notes due 2029.
|
|
|
Exhibit 5.1
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
|
|
|
Exhibit 23.1
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.
|
|
|
Exhibit 104
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
THE COCA-COLA COMPANY (REGISTRANT)
|
|
|
|
|
Date: September 6, 2019
|
By:
|
/s/ LARRY M. MARK
|
|
|
Name: Larry M. Mark
|
|
|
Title: Vice President and Controller
|
Coca Cola (NYSE:KO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Coca Cola (NYSE:KO)
Historical Stock Chart
From Apr 2023 to Apr 2024