BURLINGTON, Mass. and FRISCO, Texas, April 21,
2022 /PRNewswire/ -- April 21,
2022 – As part of the Company's strategic refinancing
announced on April 7, 2022, Keurig Dr
Pepper Inc. (NASDAQ: KDP) announced today the aggregate
principal amount accepted for purchase and the consideration
payable in connection with its previously announced series of
tender offers to purchase for cash (i) up to $485,000,000 aggregate purchase price, excluding
accrued and unpaid interest (the "2025 Maximum Amount"), of its
4.417% Senior Notes due 2025 (the "2025 Notes"), (ii) up to
$924,511,297.50 aggregate purchase
price, excluding accrued and unpaid interest (the "2028 Maximum
Amount"), of its 4.597% Senior Notes due 2028 (the "2028 Notes")
and (iii) up to $699,124,985.44
aggregate purchase price, excluding accrued and unpaid interest
(the "Long Dated Maximum Amount" and, together with the 2025
Maximum Amount and the 2028 Maximum Amount, the "Maximum Amounts"),
of its 5.085% Senior Notes due 2048, its 4.985% Senior Notes due
2038, its 4.500% Senior Notes due 2045 and its 4.420% Senior Notes
due 2046 (collectively, the "Long Dated Notes" and, together with
the 2025 Notes and the 2028 Notes, the "Notes"), subject to
prioritized acceptance levels listed in the table below, for a
total aggregate purchase price, excluding accrued and unpaid
interest, of approximately $2.1
billion.
The table below sets forth, among other things, the aggregate
principal amount of each series of Notes validly tendered and not
validly withdrawn as of 5:00 p.m.,
New York City time, on
April 20, 2022 (the "Early Tender
Date") and accepted for purchase in each tender offer, the
proration factor for the 2025 Notes and the Total Consideration for
each series of Notes, as calculated at 10:00
a.m., New York City time,
today, April 21, 2022.
|
Title of
Security
|
CUSIP Number
|
Principal Amount Outstanding
|
Maximum Amount(1)
|
Acceptance Priority
Level(2)
|
U.S. Treasury Reference
Security
|
Bloomberg Reference Page
|
Fixed Spread
|
Reference Yield
|
Principal Amount Tendered at Early Tender
Date
|
Principal Amount Accepted
|
Approximate Proration Factor
|
Total Consideration
(3)(4)
|
2025 Tender Offer
|
4.417% Senior Notes
due 2025
|
49271VAH3
565122AD0
U56495AD3
|
$1,000,000,000
|
$485,000,000
|
1
|
1.750% UST due March
15, 2025
|
FIT1
|
+43 bps
|
2.888%
|
$618,527,000
|
$470,686,000
|
76.13%
|
$1,030.41
|
2028 Tender Offer
|
4.597% Senior Notes
due 2028
|
49271VAF7
|
$2,000,000,000
|
$924,511,297.50
|
1
|
2.500% UST due March
31, 2027
|
FIT1
|
+85 bps
|
2.953%
|
$887,886,000
|
$887,886,000
|
–
|
$1,041.25
|
Long Dated Tender Offers
|
5.085% Senior Notes
due 2048
|
49271VAD2
565122AG3
U56495AF8
|
$750,000,000
|
$699,124,985.44
|
1
|
1.875% UST due
November 15, 2051
|
FIT1
|
+153 bps
|
2.949%
|
$358,768,000
|
$358,768,000
|
–
|
$1,091.71
|
4.985% Senior Notes due
2038
|
49271VAC4
|
$500,000,000
|
2
|
2.375% UST due
February 15, 2042
|
FIT1
|
+128 bps
|
3.131%
|
$288,912,000
|
$288,912,000
|
–
|
$1,064.18
|
4.500% Senior Notes
due 2045
|
26138EAT6
|
$550,000,000
|
3
|
2.375% UST due
February 15, 2042
|
FIT1
|
+148 bps
|
3.131%
|
$270,293,000
|
$0
|
–
|
–
|
4.420% Senior Notes
due 2046
|
26138EAY5
|
$400,000,000
|
4
|
1.875% UST due
November 15, 2051
|
FIT1
|
+150 bps
|
2.949%
|
$164,143,000
|
$0
|
–
|
–
|
(1)
|
$485,000,000 represents
the maximum aggregate purchase price payable, excluding accrued and
unpaid interest, in respect of the 2025 Notes that may be purchased
in the 2025 Tender Offer. $924,511,297.50 represents the maximum
aggregate purchase price payable, excluding accrued and unpaid
interest, in respect of the 2028 Notes that may be purchased in the
2028 Tender Offer. $699,124,985.44 represents the maximum aggregate
purchase price payable, excluding accrued and unpaid interest, in
respect of the Long Dated Notes that may be purchased in the Long
Dated Tender Offers.
|
(2)
|
Subject to the Maximum
Amounts and proration, the principal amount of each series of Notes
that is purchased in each tender offer was determined in accordance
with the applicable acceptance priority level (in numerical
priority order) specified in this column.
|
(3)
|
Per $1,000 principal
amount of Notes validly tendered prior to or at the Early Tender
Date and accepted for purchase.
|
(4)
|
The Total Consideration
for each series of Notes validly tendered prior to or at the Early
Tender Date and accepted for purchase is calculated using the
applicable Fixed Spread and is inclusive of the applicable Early
Tender Payment. The Total Consideration for each series of Notes
does not include accrued and unpaid interest, which will be payable
in addition to the applicable Total Consideration.
|
The tender offers are being made upon the terms and subject to
conditions previously described in the Offer to Purchase, dated
April 7, 2022, as amended and
supplemented by the Company's press release on April 20, 2022 (as so amended, the "Offer to
Purchase") announcing the upsizing of each Maximum Amount. The
Company refers investors to the Offer to Purchase for the complete
terms and conditions of the tender offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York
City time, on the Early Tender Date. The tender offers for
the Notes will expire at 11:59 p.m.,
New York City time, on
May 4, 2022, or any other date and
time to which the Company extends the applicable tender offer,
unless earlier terminated. As previously announced, all conditions,
including the financing condition, were satisfied or waived by the
Company at the Early Tender Date. As previously announced, the
Company has elected to exercise its right to make payment for Notes
that were validly tendered prior to or at the Early Tender Date and
that are accepted for purchase on April 22,
2022 (the "Early Settlement Date").
As previously disclosed in the Offer to Purchase, because the
aggregate principal amount of each series of Notes that will be
purchased on the Early Settlement Date, together with such amount
of any series of Notes with a higher prioritized acceptance level,
meets or exceeds the applicable Maximum Amount, the Company does
not expect to accept for purchase any Notes tendered after the
Early Tender Date on a subsequent settlement date. As described
further in the Offer to Purchase, Notes tendered and not accepted
for purchase will be promptly credited to the tendering holder's
account.
The applicable Total Consideration listed in the table above
will be paid per $1,000 principal
amount of each series of Notes validly tendered and accepted for
purchase pursuant to the applicable tender offer on the Early
Settlement Date. Only holders of Notes who validly tendered and did
not validly withdraw their Notes prior to or at the Early Tender
Date are eligible to receive the applicable Total Consideration for
Notes accepted for purchase. Holders will also receive accrued and
unpaid interest on Notes validly tendered and accepted for purchase
from the applicable last interest payment date up to, but not
including, the Early Settlement Date.
All Notes accepted for purchase will be retired and cancelled
and will no longer remain outstanding obligations of the
Company.
Information Relating to the Tender Offers
Morgan Stanley & Co. LLC, BofA Securities and Goldman Sachs
& Co. LLC are the dealer managers for the tender offers.
Investors with questions regarding the terms and conditions of the
tender offers may contact Morgan Stanley & Co. LLC at (800)
624-1808 (toll-free) or (212) 761-1057 (collect), BofA Securities
at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or by
email at debt_advisory@bofa.com and Goldman Sachs & Co. LLC at
(800) 828-3182 (toll-free) or (212) 902-6351 (collect). D.F. King
& Co., Inc. is the tender and information agent for the tender
offers. Investors with questions regarding the procedures for
tendering Notes may contact the tender and information agent by
email at kdp@dfking.com, or by phone at (212) 269-5550 (for banks
and brokers only) or (866) 356-7814 (for all others toll-free).
Beneficial owners may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance.
The full details of the tender offers, including complete
instructions on how to tender Notes, are included in the Offer to
Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they contain important information. The Offer to
Purchase may be downloaded from D.F. King & Co., Inc.'s website
at www.dfking.com/kdp or obtained from D.F. King & Co., Inc.,
free of charge, by calling (212) 269-5550 (for banks and brokers
only) or (866) 356-7814 (for all others toll-free).
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders with respect to, the Notes or any other
securities. No offer, solicitation, purchase or sale will be made
in any jurisdiction in which such an offer, solicitation or sale
would be unlawful. The tender offers are being made solely pursuant
to the Offer to Purchase made available to holders of the Notes.
None of the Company or its affiliates, their respective boards of
directors, the dealer managers, the tender and information agent or
the trustee with respect to any series of Notes is making any
recommendation as to whether or not holders should tender or
refrain from tendering all or any portion of their Notes in
response to the tender offers. Holders are urged to evaluate
carefully all information in the Offer to Purchase, consult their
own investment and tax advisors and make their own decisions
whether to tender Notes in the tender offers, and, if so, the
principal amount of notes to tender.
About Keurig Dr Pepper
Keurig Dr Pepper (KDP) is a leading beverage company
in North America, with annual revenue approaching $13
billion and approximately 27,000 employees. KDP holds
leadership positions in soft drinks, specialty coffee and tea,
water, juice and juice drinks and mixers, and markets the #1 single
serve coffee brewing system in the U.S. and Canada. The
Company's portfolio of more than 125 owned, licensed and partner
brands is designed to satisfy virtually any consumer need, any
time, and includes the owned brands of Keurig®, Dr
Pepper®, Green Mountain Coffee Roasters®,
Canada Dry®, Snapple®, Bai®,
Mott's®, CORE® and The Original Donut
Shop®. Through its powerful sales and distribution
network, KDP can deliver its portfolio of hot and cold beverages to
nearly every point of purchase for consumers. The Company is
committed to sourcing, producing and distributing its beverages
responsibly through its Drink Well. Do
Good. corporate responsibility platform, including efforts
around circular packaging, efficient natural resource use and
supply chain sustainability. For more information, visit
www.keurigdrpepper.com.
Forward-Looking Statements
Certain statements contained herein are "forward-looking
statements" within the meaning of applicable securities laws and
regulations. These statements are often, but not always, made
through the use of words or phrases such as "may," "might,"
"should," "could," "predict," "potential," "believe," "expect,"
"continue," "will," "anticipate," "seek," "estimate," "intend,"
"plan," and "would," or the negative version of those words or
other comparable words or phrases of a future or forward-looking
nature. These forward-looking statements have been based on the
Company's current views with respect to future events and the
consummation of the tender offers. These forward-looking statements
are subject to a number of risks and uncertainties including
prevailing market conditions, as well as other factors. All of the
forward-looking statements are qualified in their entirety by
reference to the factors discussed under "Risk Factors" in Part I,
Item 1A of the Company's Annual Report on Form 10-K for the year
ended December 31, 2021 and the
Company's other filings with the SEC. In addition to these risk
factors, uncertainties concerning ongoing hostilities between
Russia and Ukraine and the related impacts on
macroeconomic conditions, including, among other things, interest
rates may also present certain risks, uncertainties and assumptions
that might cause actual results, performance or achievements to
differ materially from those expressed or implied in such
forward-looking statements. Forward-looking statements represent
the Company's estimates and assumptions only as of the date that
they were made. The Company does not undertake any duty to update
the forward-looking statements, and the estimates and assumptions
associated with them, after the date of this release, except to the
extent required by applicable law.
Investor Contact:
Steve Alexander
(972) 673-6769
steve.alexander@kdrp.com
Media Contact:
Katie Gilroy
(781) 418-3345
katie.gilroy@kdrp.com
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SOURCE Keurig Dr Pepper Inc.