The Coca-Cola Company (the "Company") previously announced a
cash tender offer and consent solicitation (the "Offer and
Solicitation") for specified series of outstanding debt securities
(“CCR notes”) 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, as amended on June
6, 2017 (as amended, the “Amended Statement”).
The Company today announced the final results of the Offer and
Solicitation for nine series of CCR notes (the “Closing CCR
Notes”). The Company also announced that it is amending the Amended
Statement and extending the expiration of the consent solicitation
and tender offer for two series of CCR notes, comprising the Zero
Coupon Notes due June 20, 2020 and the 8.500% Debentures due
February 1, 2022 (collectively, the “Extended CCR Notes”), until
5:00 p.m., New York City time, on June 30, 2017 (the “Extended
Offer and Consent Expiration Date”).
Final Results of Consent Solicitation and Tender Offer for the
Closing CCR Notes
The Offer and Solicitation expired at 11:59 p.m., New York City
time, on June 20, 2017 with respect to the Closing CCR Notes. As of
11:59 p.m., New York City time, on June 20, 2017, the following
table lists the principal amounts of each series of CCR Notes. The
Closing CCR Notes were validly tendered and accepted and the
related consents delivered and not revoked or withdrawn. The
requisite consents were received for the Closing CCR Notes.
Series of CCR
Notes Aggregate Principal Amount Outstanding
Aggregate Consents Received Percentage Consents
Received Aggregate Principal Amount Tendered
Percentage Tendered
Aggregate Consents Received and Amount
Tendered
Percentage Consents Received and
Tendered
Zero Coupon Notes due June 20, 2020
(CUSIP/ISIN:191219AV6/US191219AV64) $170,926,000 $101,076,000
59.13% $7,742,000 4.53% $108,818,000 63.66% 8.500%
Debentures due February 1, 2022 (CUSIP/ISIN:191219AP9/US191219AP96)
$327,097,000 $160,488,000 49.06% $38,244,000 11.69% $198,732,000
60.76% 8.000% Debentures due September 15, 2022
(CUSIP/ISIN:191219AQ7/US191219AQ79) $133,208,000 $79,898,000 59.98%
$11,682,000 8.77% $91,580,000 68.75% 6.750% Debentures due
September 15, 2023 (CUSIP/ISIN:191219AU8/US191219AU81) $127,775,000
$52,906,000 41.41% $36,510,000 28.57% $89,416,000 69.98%
7.000% Debentures due October 1, 2026
(CUSIP/ISIN:191219AW4/US191219AW48) $110,187,000 $76,985,000 69.87%
$9,882,000 8.97% $86,867,000 78.84% 6.950% Debentures due
2026 (CUSIP/ISIN:191219AY0/US191219AY04) $205,522,000 $106,078,000
51.61% $53,805,000 26.18% $159,883,000 77.79% 6.750%
Debentures due 2028 (CUSIP/ISIN:191219BE3/US191219BE31)
$172,602,000 $115,617,000 66.98% $41,251,000 23.90% $156,868,000
90.88% 6.700% Debentures due 2036
(CUSIP/ISIN:191219AX2/US191219AX21) $152,212,000 $116,687,000
76.66% $31,964,000 21.00% $148,651,000 97.66% 5.710%
Medium-Term Notes (CUSIP/ISIN:19122EAP7/US19122EAP79) $4,390,000 $0
0% $3,390,000 77.22% $3,390,000 77.22% 6.750% Debentures due
2038 (CUSIP/ISIN:191219BC7/US191219BC74) $113,137,000 $68,957,000
60.95% $24,323,000 21.50% $93,280,000 82.45%
7.000% Debentures due 2098
(CUSIP/ISIN: 191219BD5/US191219BD57)
$195,041,000 $186,568,000 95.66% $4,717,000 2.42% $191,285,000
98.07%(1)
(1) An affiliate of CCR beneficially owns a significant portion
of the outstanding principal amount of the 7.00% Debentures due
2098 (the “2098 Notes”) and under the terms of the governing
indenture, the portion of the 2098 Notes beneficially owned by the
affiliate will be disregarded for the purposes of determining the
required consent with respect to the 2098 Notes.
The total consideration for each $1,000 principal amount of CCR
notes tendered and accepted for payment pursuant to the tender
offer was determined in the manner described in the Amended
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. In addition to the total consideration or the
tender offer consideration, as applicable, accrued and unpaid
interest to, but excluding, the payment date will be paid in cash
on the validly tendered CCR notes accepted in the tender offer. The
anticipated payment date for Offer and Solicitation is Thursday,
June 22, 2017.
Further Extension of Consent Solicitation and Tender Offer for
the Extended CCR Notes
Today, the Company announced that it is amending the Amended
Statement and extending the expiration of the consent solicitation
and tender offer for the Extended CCR Notes until the Extended
Offer and Consent Expiration Date. The right of holders of Extended
CCR Notes to revoke tenders or deliveries of related consents is
hereby extended to the Extended Offer and Consent Expiration Date.
The Company also announced that it is extending the Release Date
(as defined in the Original Statement) and Payment Date (as defined
in the Original Statement) for the Extended CCR Notes to 2:00 p.m.,
New York City time, on July 5, 2017.
If the requisite consents are not received for any series of
Extended CCR Notes by the Extended Offer and Consent Expiration
Date, the holders of such series of Extended CCR Notes will not
receive the credit enhancing benefit of the Company’s full and
unconditional guarantee on the Extended CCR Notes and will not
receive the Consent Payment (as defined in the Amended
Statement).
Holders of Extended CCR Notes may:
• deliver consents without tendering their Extended CCR Notes,
pursuant to the Offer and Solicitation on or before the Extended
Offer and Consent Expiration Date; or
• tender their Extended CCR Notes and thereby deliver the
related consents pursuant to the Offer and Solicitation on or
before the Extended Offer and Consent Expiration Date.
Holders of Extended CCR Notes must validly tender their Extended
CCR Notes, and thereby deliver their respective consents, on or
before the Extended Offer and Consent Expiration Date in order to
be eligible to receive the Total Consideration. Holders not
tendering their Extended CCR 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 Offer and Consent Expiration Date in order to be eligible
to receive the Consent Payment (as defined in the Amended
Statement).
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.
In the Amended Statement, the Company waived the Cross-Consent
Condition (as defined in the Amended Statement) with respect to the
Extended CCR Notes.
Holders of the CCR notes, including the Extended CCR Notes, may
obtain additional copies of the offer to purchase and consent
solicitation, as amended, 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 offer to
purchase and consent solicitation, as amended. 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, and our subsequently filed
Quarterly Reports on Form 10-Q, 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/20170621005669/en/
The Coca-Cola CompanyMedia:Kent Landers, +01
404-676-2683press@coca-cola.comorInvestors:Tim Leveridge, +01
404-676-7563
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