Current Report Filing (8-k)
May 22 2020 - 4:39PM
Edgar (US Regulatory)
0001418135
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0001418135
2020-05-19
2020-05-20
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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): May 22, 2020 (May 20, 2020)
Keurig Dr Pepper Inc.
(Exact Name of Registrant
as Specified in its charter)
Delaware
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001-33829
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98-0517725
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(State or other jurisdiction
of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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53 South Avenue, Burlington, Massachusetts 01803
(Address of principal
executive offices, including zip code)
781-418-7000
(Registrant’s
telephone number including area code)
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))
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. ¨
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol
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Name of each exchange on which registered
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Common stock
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KDP
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New York Stock Exchange
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Item 8.01. Other Events.
On May 22, 2020, Maple Holdings B.V. (“Maple”
or the “Selling Stockholder”) completed the previously announced registered public secondary offering (the “Offering”)
of 40,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Keurig Dr Pepper Inc. (the
“Company”), for gross proceeds of approximately $1.08 billion. The Company did not receive any proceeds from the sale
of the shares of Common Stock by the Selling Stockholder.
Maple is a holding company majority-owned
by JAB Holdings B.V. (“JAB”). JAB directly purchased 7,380,000 shares of Common Stock in the Offering at a price equal
to the price paid for the Common Stock by the underwriter.
Following the completion of the offering,
Maple and JAB collectively own approximately 62.8% of the Company’s outstanding Common Stock.
In connection with the Offering, the Company
entered into an Underwriting Agreement, dated May 20, 2020 (the “Underwriting Agreement”), by and among the Company,
the Selling Stockholder and Goldman Sachs & Co. LLC, as underwriter in the Offering. The Underwriting Agreement is filed as
Exhibit 1.1 hereto.
The Company has previously filed with the
Securities and Exchange Commission (“SEC”) a registration statement (including a prospectus) on Form S-3 (File No.
333-233477) as well as a resale prospectus supplement filed with the SEC on August 27, 2019, as supplemented by a prospectus supplement,
filed with the SEC on May 22, 2020, for the Offering.
On May 22, 2020, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibits
SIGNATURE
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.
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KEURIG DR PEPPER INC.
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Dated: May 22, 2020
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By:
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/s/ James L.
Baldwin
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James L. Baldwin
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Chief Legal Officer, General Counsel and Secretary
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