Coca-Cola European Partners plc (“CCEP”) (NYSE: CCE) announced
today the commencement of offers to exchange (the “Exchange
Offers”) any and all of the notes listed in the table below (the
“Old Notes”) for newly issued notes, also listed in the table below
(the “New Notes”), and cash as set forth in the table below. The
New Notes will be issued by CCEP with a guarantee from Coca-Cola
European Partners US, LLC (“CCEP US”). The Old Notes were issued by
CCEP US (as successor by merger to Coca-Cola Enterprises, Inc.
(formerly named International CCE Inc.)) and are guaranteed by
CCEP. In conjunction with the Exchange Offers, CCEP is soliciting
consents (the “Consent Solicitations”) to amendments to the
indenture governing the Old Notes that would eliminate
substantially all of the restrictive covenants applicable to the
Old Notes.
CCEP is offering an Early Exchange Premium to holders who
validly tender their Old Notes at or before 5:00 p.m. New York City
time, on March 23, 2018 (the “Early Exchange Date”). The Exchange
Offers and Consent Solicitations expire at 11:59 p.m., New York
City time, on April 9, 2018 (the “Expiration Date”), unless
extended or earlier terminated. Old Notes validly tendered and
consents validly delivered may be withdrawn and revoked at any time
at or prior to 5:00 p.m. New York City time, on March 23, 2018 (the
“Withdrawal Deadline”), unless extended.
For each $1,000 principal amount of Old Notes validly tendered
at or before the Early Exchange Date and not validly withdrawn,
holders of Old Notes will be eligible to receive the applicable
Total Exchange Consideration set out in the table below, which
includes the applicable Early Exchange Premium set out in such
table. For each $1,000 principal amount of Old Notes validly
tendered after the Early Exchange Date but at or prior to the
Expiration Date, holders of Old Notes will be eligible to receive
only the applicable Exchange Consideration set out in such
table.
The Exchange Offers and Consent Solicitations are being made
exclusively pursuant to, and upon the terms and subject to the
conditions set forth in, CCEP’s Offering Memorandum and Consent
Solicitation Statement, dated March 12, 2018 (the
“Offering Memorandum”) and the related Letter of Transmittal and
Consent (the “Letter of Transmittal”), dated
March 12, 2018, which are being furnished to holders of
Old Notes.
The following table sets forth the Exchange Consideration, Early
Exchange Premium and Total Exchange Consideration for each series
of Old Notes:
Title of Series of Old
Notes CUSIP Number of Old Notes
Maturity Date Aggregate Principal Amount
Outstanding Exchange Consideration(1)
Early Exchange Premium(1) Total
Exchange Consideration(1)(2) 3.500% Notes due 2020
459284 AB1 September 15, 2020 $525,000,000 $970 principal amount of
New 3.500% Notes and $1.50 in cash $30 principal amount of New
3.500% Notes $1,000 principal amount of New 3.500% Notes and $1.50
in cash 3.250% Notes due 2021 19122T AE9 August 19, 2021
$250,000,000 $970 principal amount of New 3.250% Notes and $1.50 in
cash $30 principal amount of New 3.250% Notes $1,000 principal
amount of New 3.250% Notes and $1.50 in cash 4.500% Notes Due 2021
19122T AB5 September 1, 2021 $300,000,000 $970 principal amount of
New 4.500% Notes and $1.50 in cash $30 principal amount of New
4.500% Notes $1,000 principal amount of New 4.500% Notes and $1.50
in cash
_______________________________
(1) For each $1,000 principal amount of
Old Notes.
(2) Includes Early Exchange Premium.
The Exchange Offers and Consent Solicitations are conditioned
upon satisfaction or waiver of the conditions set forth in the
Offering Memorandum.
CCEP or one of its affiliates will also pay accrued and unpaid
interest in cash on the Old Notes accepted in the Exchange Offers
and Consent Solicitations to, but not including, the settlement
date. Subject to applicable law, CCEP has the right in its absolute
discretion to waive, modify, extend, amend, terminate or withdraw
the Exchange Offers and Consent Solicitations with respect to each
series of Old Notes and to extend the Early Exchange Date, the
Expiration Date or any related dates for any of the Exchange Offers
and Consent Solicitations without extending the Withdrawal
Deadline.
Holders of Old Notes may not deliver a consent in a Consent
Solicitation without tendering Old Notes in the applicable Exchange
Offer. If a holder tenders Old Notes in an Exchange Offer, such
holder will be deemed to deliver its consent, with respect to the
principal amount of such tendered Old Notes, to the proposed
amendments to the indenture governing the Old Notes.
The Exchange Offers and Consent Solicitations will be made
pursuant to an exemption from the registration requirements of the
U.S. Securities Act of 1933, as amended (the “Securities Act”),
contained in Section 3(a)(9) of the Securities Act. CCEP has not
filed and will not file a registration statement under the
Securities Act with respect to the offer of New Notes pursuant to
the Exchange Offers and Consent Solicitations. This press release
is not an offer to exchange any Old Notes for New Notes, a
solicitation of an offer to exchange any Old Notes for New Notes, a
solicitation of consents with respect to the Old Notes, an offer to
sell any New Notes or the solicitation of an offer to buy any New
Notes. Tenders of Old Notes and delivery of related consents may
only be made pursuant to the Offering Memorandum and related Letter
of Transmittal).
Copies of the Offering Memorandum and related Letter of
Transmittal may be obtained by contacting D. F. King & Co.,
Inc., the exchange agent and information agent in connection with
the Exchange Offers and Consent Solicitations, at 48 Wall Street,
22nd Floor, New York, New York 10005; banks and brokers: (212)
269-5550; all others toll-free: (888) 605-1956; email:
cce@dfking.com.
This press release does not constitute an offer to purchase,
sell or exchange, or a solicitation of an offer to purchase, sell
or exchange, a solicitation of consents with respect to, an offer
to sell or the solicitation of an offer to buy any security. No
offer, solicitation, purchase, sale or exchange will be made in any
jurisdiction in which such an offer, solicitation, purchase, sale
or exchange would be unlawful. The exchange offers and consent
solicitations are being made solely pursuant to the Offering
Memorandum and related Letter of Transmittal and only to such
persons and in such jurisdictions as are permitted under applicable
law.
ABOUT CCEP
Coca-Cola European Partners plc (CCEP) is a leading consumer
packaged goods company in Europe, producing, distributing and
marketing an extensive range of nonalcoholic ready-to-drink
beverages and is the world’s largest independent Coca-Cola bottler
based on revenue. Coca-Cola European Partners serves a consumer
population of over 300 million across Western Europe, including
Andorra, Belgium, continental France, Germany, Great Britain,
Iceland, Luxembourg, Monaco, the Netherlands, Norway, Portugal,
Spain, and Sweden. The company is listed on Euronext Amsterdam, the
New York Stock Exchange, Euronext London, and on the Spanish stock
exchanges, and trades under the symbol CCE.
FORWARD-LOOKING STATEMENTS
This press release may contain statements, estimates or
projections that constitute “forward-looking statements” concerning
the financial condition, performance, results, strategy, and
objectives of CCEP and the CCEP group of companies (the “Group”).
Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “plan,” “seek,” “may,” “could,” “would,”
“should,” “might,” “will,” “forecast,” “outlook,” “guidance,”
“possible,” “potential,” “predict,” and similar expressions
identify forward-looking statements, which generally are not
historical in nature.
Forward-looking statements are subject to certain risks that
could cause actual results to differ materially from CCEP’s and the
Group’s historical experience and present expectations or
projections. As a result, undue reliance should not be placed on
forward-looking statements, which speak only as of the date on
which they are made. These risks and uncertainties include but are
not limited to those set forth in the “Risk Factors” section of
CCEP’s annual report on Form 20-F filed with the U.S. Securities
and Exchange Commission (the “SEC”) on April 12, 2017,
including the statements under the following headings: Risks
Relating to Changing Consumer Preferences and the Health Impact of
Soft Drinks; Risks Relating to Regulatory Intervention; Risks
Relating to Business Integration and Synergy Savings; Risks
Relating to Cyber and Social Engineering Attacks; Risks Relating to
the Market, Risks Relating to General Economic Conditions; Risks
Relating to the Alignment of Strategic Objectives with TCCC and
Other Franchisors; Risks Relating to Product Quality; and Other
Risks. These risks and uncertainties also include the risks
identified in the “Risk Factors” section of the Offering
Memorandum.
Due to these risks and uncertainties, CCEP’s or the Group’s
actual future results, dividend payments, and capital and leverage
ratios and the results of the Exchange Offers and Consent
Solicitations may differ materially from the plans, goals,
expectations, and guidance set out in CCEP’s or the Group’s
forward-looking statements. Additional risks and uncertainties that
may impact CCEP’s or the Group’s future financial condition and
performance are identified in filings with the SEC which are
available on the SEC’s website at www.sec.gov. CCEP does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required under applicable
rules, laws, and regulations. CCEP assumes no responsibility for
the accuracy and completeness of any forward-looking statements.
Any or all of the forward-looking statements contained in this
filing and in any other of CCEP’s respective public statements may
prove to be incorrect.
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version on businesswire.com: http://www.businesswire.com/news/home/20180312005612/en/
Coca-Cola European Partners plcInvestor Relations:Thor
Erickson, +1-678-260-3110orMedia Relations:Shanna
Wendt, +44-7976-595-168
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