The Coca-Cola Company (the “Company,” “we,” “us” and “our”)
(NYSE: KO) today announced the expiration and results of its
previously announced offers to purchase for cash any and all of the
Company's outstanding (i) U.S. dollar-denominated notes listed in
Table I below (the “Dollar Notes”) and (ii) Euro-denominated notes
listed in Table II below (the “Euro Notes”). The Dollar Notes and
the Euro Notes are referred to collectively herein as the “Notes”
and such offers to purchase as the “Offers” and each an
“Offer.”
Each Offer has been made upon the terms and subject to the
conditions set forth in the offer to purchase, dated March 1, 2021
(as may be amended or supplemented from time to time, the “Offer to
Purchase”), and its accompanying notice of guaranteed delivery (the
“Notice of Guaranteed Delivery” and, together with the Offer to
Purchase, the “Tender Offer Documents”). Capitalized terms used but
not defined in this announcement have the meanings given to them in
the Offer to Purchase.
The Offers expired at 5:00 p.m. (New York City time) on March 5,
2021 (the “Expiration Date”). The expected Initial Settlement Date
is (i) March 8, 2021, which is the first business day after the
Expiration Date, with respect to each Dollar Notes Offer unless
extended with respect to such Offer or (ii) March 10, 2021, which
is the third business day after the Expiration Date, with respect
to the Euro Notes Offer unless extended with respect to such Offer.
The Guaranteed Delivery Settlement Date will be the first business
day after the Guaranteed Delivery Date and is expected to be March
10, 2021.
Offers for Dollar Notes
According to information provided by D.F. King, the information
agent and tender agent (the “Information Agent and Tender Agent”)
in connection with the Offers for the Dollar Notes, $751,129,000
combined aggregate principal amount of the Dollar Notes were
validly tendered prior to or at the Expiration Date and not validly
withdrawn. In addition, $3,462,000 were tendered pursuant to the
Guaranteed Delivery Procedures and remain subject to the Holders’
performance of the delivery requirements under such procedures. The
table below provides the aggregate principal amount of each series
of Dollar Notes validly tendered and not validly withdrawn prior to
the Expiration Date.
TABLE I: DOLLAR NOTES SUBJECT
TO THE OFFERS
Title of Notes
CUSIP
Number/ISIN
Total Consideration(1)
Principal Amount
Tendered(2)
3.200% Notes due 2023
CUSIP: 191216BE9
ISIN: US191216BE91
$1,074.81
$393,184,000
2.500% Notes due 2023
CUSIP: 191216AZ3
ISIN: US191216AZ30
$1,045.82
$357,945,000
(1)
Payable in cash per each $1,000 principal
amount of Dollar Notes validly tendered at or prior to the
Expiration Date or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures and not validly withdrawn and
accepted for purchase.
(2)
The principal amounts tendered as
reflected in the table above exclude the following aggregate
principal amount of Dollar Notes that may be validly tendered
pursuant to Guaranteed Delivery Procedures and accepted for
purchase pursuant to the Offers: (i) $3,411,000 aggregate principal
amount of the 3.200% Notes due 2023 and (ii) $51,000 aggregate
principal amount of the 2.500% Notes due 2023.
Offers for Euro Notes
According to information provided by D.F. King, the Information
Agent and Tender Agent in connection with the Offer for the Euro
Notes, €631,669,000 combined aggregate principal amount of the Euro
Notes were validly tendered prior to or at the Expiration Date and
not validly withdrawn. The table below provides the aggregate
principal amount of the series of Euro Notes validly tendered and
not validly withdrawn prior to the Expiration Date.
TABLE II: EURO NOTES SUBJECT
TO THE OFFERS
Title of Notes
ISIN/Common Code
Total Consideration(1)
Principal Amount
Tendered
0.750% Notes due 2023
ISIN: XS1197832915
Common Code: 119783291
€1,027.10
€631,669,000
(1)
Payable in cash per €1,000 principal
amount of Euro Notes validly tendered at or prior to the Expiration
Date or the Guaranteed Delivery Date pursuant to the Guaranteed
Delivery Procedures and not validly withdrawn and accepted for
purchase.
We expect to accept, on the applicable Initial Settlement Date
or Guaranteed Delivery Settlement Date, all Notes validly tendered
and not validly withdrawn at or prior to the Expiration Date,
including Notes delivered in accordance with the Guaranteed
Delivery Procedures. Upon the terms and subject to the conditions
set forth in the Tender Offer Documents, Holders who (i) validly
tendered Notes at or prior to the Expiration Date (and did not
validly withdraw such Notes at or prior to the Withdrawal Date) or
(ii) delivered a properly completed and duly executed Notice of
Guaranteed Delivery (or complied with ATOP procedures applicable to
guaranteed delivery) and all other required documents at or prior
to the Expiration Date and validly tendered their Notes at or prior
to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and, in each case, whose Notes are accepted for
purchase by us, will receive the applicable Total Consideration
specified above for each $1,000 or €1,000 principal amount of
Notes, as applicable, which will be payable in cash.
In addition to the applicable Total Consideration, (i) Holders
whose Dollar Notes of a given series are accepted for purchase by
us will be paid the applicable accrued and unpaid interest on such
Dollar Notes from the last interest payment date (November 1, 2020
with respect to the 3.200% Dollar Notes and October 1, 2020 with
respect to the 2.500% Dollar Notes) up to, but not including, the
Initial Settlement Date for the Dollar Notes Offer, which is
expected to be March 8, 2021 and (ii) Holders whose Euro Notes are
accepted for purchase by us will be paid the applicable accrued and
unpaid interest on such Euro Notes from the March 9, 2021 interest
payment date up to, but not including, the Initial Settlement Date
for the Euro Notes Offer, which is expected to be March 10, 2021.
Interest will cease to accrue on the applicable Initial Settlement
Date for all Notes accepted in the Offers, including those tendered
through the Guaranteed Delivery Procedures.
We have retained Barclays Capital, Inc. (“Barclays Capital”),
Barclays Bank PLC (“Barclays Bank”), Goldman Sachs & Co. LLC
(“Goldman Sachs”), and Santander Investment Securities Inc.
(“Santander”) to act as the Dealer Managers in connection with the
Offers (collectively, the “Dealer Managers”). Questions regarding
terms and conditions of the Offers should be directed to Barclays
Capital at (212) 528-7581 or (800) 438-3242 (toll free) or
liability.management@barclays.com, Barclays Bank at +44 20 3134
8515, Goldman Sachs at (212) 902-6351 or GS-LM-NYC@gs.com, or
Santander at +1 (855) 404-3636 (toll free) or +1 (212) 940-1442
(collect).
D.F. King was appointed Information Agent and Tender Agent in
connection with the Offers. Questions or requests for assistance in
connection with the Offers or for additional copies of the Tender
Offer Documents, may be directed to the Information Agent and
Tender Agent at +1 (866) 620-2536 (toll free), +1 (212) 269-5550
(collect) or +44 20 7920-9700 (collect), or via e-mail at
ko@dfking.com. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the
Offers. All documentation relating to the Offer to Purchase,
together with any updates, are available via the Offer Website:
http://www.dfking.com/ko.
We reserve the right, in our sole discretion, not to extend,
re-open, withdraw or terminate any Offer and to amend or waive any
of the terms and conditions of any Offer in any manner, subject to
applicable laws and regulations.
Holders are advised to read carefully the Offer to Purchase
for full details of and information on the procedures for
participating in the Offer, as applicable.
Unless stated otherwise, announcements in connection with the
Offers will be made available on our website at
www.coca-colacompany.com. Such announcements may also be made by
(i) the issue of a press release and (ii) the delivery of notices
to the Clearing Systems for communication to Direct
Participants.
Copies of all such announcements, press releases and notices can
also be obtained from the Information Agent and Tender Agent, the
contact details for whom are set out below. Significant delays may
be experienced where notices are delivered to the Clearing Systems
and Holders are urged to contact the Information Agent and Tender
Agent for the relevant announcements relating to the Offers.
General
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes or any other securities of the Company
or any of its subsidiaries. The Offers were made solely pursuant to
the Offer to Purchase. The Offers were not made to Holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Offers to be made by a licensed broker
or dealer, the Offers will be deemed to have been made on behalf of
the Company by the Dealer Managers or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating
to us or the Notes in any jurisdiction where action for that
purpose is required. Accordingly, neither this announcement, the
Offer to Purchase nor any other offering material or advertisements
in connection with the Offers may be distributed or published, in
or from any such country or jurisdiction, except in compliance with
any applicable rules or regulations of any such country or
jurisdiction.
The distribution of this announcement and the Offer to Purchase
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer to Purchase comes
are required by us, the Dealer Managers, the Information Agent and
Tender Agent to inform themselves about, and to observe, any such
restrictions.
This communication has not been approved by an authorized person
for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”). Accordingly, this
communication is not being directed at persons within the United
Kingdom save in circumstances where section 21(1) of the FSMA does
not apply.
In particular, in the United Kingdom, this communication is only
addressed to and directed at persons who (i) have professional
experience in matters relating to investments falling within the
definition of “investment professionals” in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Financial Promotion Order”)); (ii) are high
net worth entities or other persons falling within Article
49(2)(a)-(d) of the Financial Promotion Order; or (iii) are persons
to whom an inducement to engage in investment activity within the
meaning of Section 21 of the FSMA may otherwise lawfully be
communicated or caused to be communicated (such persons together
being “relevant persons”). In the United Kingdom, the Offer to
Purchase and any other documents or materials relating to the
Offers is directed only at relevant persons and any investment or
investment activity to which the Offer to Purchase and this
communication relates will be available only to, and engaged in
only with, relevant persons. Any person in the United Kingdom who
is not a relevant person should not act or rely on the Offer to
Purchase or this communication or any of their contents.
Neither this announcement nor the Offer to Purchase, or the
electronic transmission thereof, as applicable, constitutes a
solicitation for acceptance of the Offers. The Offers are not being
made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer or solicitation under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions may be restricted by law. In
those jurisdictions where the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealer and
the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offers
shall be deemed to be made by the Dealer Managers or such affiliate
(as the case may be) on behalf of the Company in such
jurisdiction.
Each of the Company, the Dealer Managers, the Information Agent
and Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes pursuant to the
Offers, whether any such representation given by a Holder is
correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
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. However, the absence of
these words or similar expressions does not mean that a statement
is not forward-looking. All statements relating to the timing, size
or other terms of the Offers, the proposed registered offerings of
new senior notes or the redemptions of the Notes, or our ability to
complete the Offers, are forward-looking statements.
Forward-looking statements are subject to certain risks and
uncertainties that could cause The Coca-Cola Company’s actual
results to differ materially from its historical experience and our
present expectations or projections. These risks and uncertainties
include, but are not limited to, the negative impacts of the
COVID-19 pandemic on our business; a failure to realize the
economic benefits we anticipate from our productivity initiatives,
including our recently announced reorganization and related
strategic realignment initiatives, or an inability to successfully
manage their possible negative consequences; an inability to
attract or retain a highly skilled and diverse workforce; increased
competition; an inability to renew collective bargaining agreements
on satisfactory terms, or we or our bottling partners experience
strikes, work stoppages or labor unrest; an inability to be
successful in our innovation activities; changes in the retail
landscape or the loss of key retail or foodservice customers; an
inability to expand our operations in emerging and developing
markets; increased cost, disruption of supply or shortage of energy
or fuel; increased cost, disruption of supply or shortage of
ingredients, other raw materials, packaging materials, aluminum
cans and other containers; an inability to successfully manage new
product launches; obesity and other health-related concerns;
evolving consumer product and shopping preferences; 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; damage to our
brand image, corporate reputation and social license to operate
from negative publicity, whether or not warranted, concerning
product safety or quality, workplace and human rights, obesity or
other issues; 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 the unfavorable resolution of tax matters,
including the outcome of our ongoing tax dispute or any related
disputes with the IRS; the possibility that the assumptions used to
calculate our estimated aggregate incremental tax and interest
liability related to the potential unfavorable outcome of the
ongoing tax dispute with the IRS could significantly change; an
inability to successfully integrate and manage our consolidated
bottling operations or other acquired businesses or brands; an
inability to successfully manage our refranchising activities;
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; 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; litigation or
legal proceedings; conducting business in markets with high-risk
legal compliance environments; failure to adequately protect, or
disputes relating to, trademarks, formulae and other intellectual
property rights; changes in, or failure to comply with, the laws
and regulations applicable to our products or our business
operations; fluctuations in foreign currency exchange rates;
interest rate increases; unfavorable general economic and political
conditions in the United States and international markets;
unfavorable outcome of litigation or legal proceedings; an
inability to achieve our overall long-term growth objectives;
default by or failure of one or more of our counterparty financial
institutions; future impairment charges; failure to realize a
significant portion of the anticipated benefits of our strategic
relationship with Monster Beverage Corporation; an inability to
protect our information systems against service interruption,
misappropriation of data or breaches of security; failure to comply
with personal data protection and privacy laws; failure to digitize
the Coca-Cola system; failure by our third-party service providers
and business partners to satisfactorily fulfill their commitments
and responsibilities; increasing concerns about the environmental
impact of plastic bottles and other plastic packaging materials;
water scarcity and poor quality; increased demand for food products
and decreased agricultural productivity; climate change and legal
or regulatory responses thereto; adverse weather conditions; and
other risks discussed in our filings with the SEC, including our
Annual Report on Form 10-K for the year ended December 31, 2020,
which is available from the SEC. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
law.
About The Coca-Cola Company
The Coca-Cola Company (NYSE: KO) is a total beverage company
with products sold in more than 200 countries and territories. Our
company's purpose is to refresh the world and make a difference.
Our portfolio of brands includes Coca-Cola, Sprite, Fanta and other
sparkling soft drinks. Our hydration, sports, coffee and tea brands
include Dasani, smartwater, vitaminwater, Topo Chico, Powerade,
Costa, Georgia, Gold Peak, Honest and Ayataka. Our nutrition,
juice, dairy and plant-based beverage brands include Minute Maid,
Simply, innocent, Del Valle, fairlife and AdeS. We’re constantly
transforming our portfolio, from reducing sugar in our drinks to
bringing innovative new products to market. We seek to positively
impact people's lives, communities and the planet through water
replenishment, packaging recycling, sustainable sourcing practices
and carbon emissions reductions across our value chain. Together
with our bottling partners, we employ more than 700,000 people,
helping bring economic opportunity to local communities
worldwide.
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version on businesswire.com: https://www.businesswire.com/news/home/20210308005374/en/
Investors and Analysts: Tim Leveridge,
koinvestorrelations@coca-cola.com Media: Scott Leith,
sleith@coca-cola.com
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