Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per
share (the “Common Stock”), of Keurig Dr Pepper Inc., a
Delaware corporation (the “Company”). The principal
executive offices of the Company are located at 53 South Avenue,
Burlington, Massachusetts 01803.
Item 2. Identity and Background.
(a) This statement is being filed jointly by (i) BDT
Oak Acquisition, B.V., a Dutch besloten vennootschap
(“Investor”), (ii) BDT Oak Acquisition Vehicle, L.P., a
Cayman Islands exempted limited partnership that owns indirectly
all of the equity of Investor (“BDT Oak LP”), (iii) BDTCP GP
I, LLC, a Delaware limited liability company that is the general
partner of BDT Oak LP (“BDTCP GP I”), (iv) BDT Capital
Partners, LLC, a Delaware limited liability company that is the
manager of BDTCP GP I (“BDT CP”), (v) BDTP GP, LLC, a
Delaware limited liability company that is the manager of BDT CP
(“BDTP”), and (vi) Byron D. Trott, who is the sole
member of BDTP. The executive officers and directors of Investor
are Genevieve E. Hovde, San W. Orr, III, and Daniel R. Stock, each
serving as a Director A, and Veronica Claudia Gunther–de Vriend,
Liselotte Francina Maria Heine, and Intertrust (Netherlands) B.V.,
each serving as a Director B (together, “Investor
(b) The principal office of each of Investor,
Ms. Gunther–de Vriend, Ms. Heine, and Intertrust
(Netherlands) B.V. is Prins Bernhardplein 200, 1097 JB Amsterdam,
the Netherlands. The principal office of each of the other
Reporting Persons and Mr. Orr is 401 North Michigan Avenue,
Suite 3100, Chicago, Illinois 60611. The principal office of
Ms. Hovde and Mr. Stock is 287-289, Route d’Arlon, L-1150 Luxembourg.
(c) The principal occupation of Mr. Trott is Founder,
Chairman and CEO of BDT CP. The principal occupation of
Ms. Hovde is Partner of BDT CP and Manager and Investment
Director of BDT Oak Luxembourg 2 S.àr.l. The principal occupation
of Mr. Orr is President of BDT CP. The principal occupation of
Mr. Stock is Managing Director of Finance of BDT CP and
Manager and Financial Director of BDT Oak Luxembourg 2 S.àr.l. The
principal occupation of each of Ms. Gunther–de Vriend and
Ms. Heine is Director of Intertrust (Netherlands) B.V. The
principal business of Intertrust (Netherlands) B.V. is providing
corporate, fund, and capital markets services. The principal
business of each of the other Reporting Persons is investing.
(d) None of the Reporting Persons or Investor Directors has
during the last five years been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of the Reporting Persons or Investor Directors has
during the last five years been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. Trott, Ms. Hovde, Mr. Orr, and
Mr. Stock are citizens of the United States of America.
Ms. Gunther–de Vriend and Ms. Heine are citizens of the
Netherlands. Intertrust (Netherlands) B.V. is a Dutch besloten
Item 3. Source and Amount of Funds or Other
To exercise the Warrants (as defined in Item 4) through which
Investor received the shares in Acorn (as defined in Item 4) that
were redeemed for shares of Common Stock, Investor paid €52,544.78
in cash to Acorn. This cash was drawn from Investor’s existing
capital. For a further description of the redemption, see Item 4
Item 4. Purpose of Transaction.
On June 11, 2020, Investor entered into an agreement (the
“Redemption Agreement”) with Acorn Holdings B.V.
(“Acorn”) and Maple Holdings B.V. (“Maple”), pursuant
to which Acorn distributed 85,814,985 shares of Common Stock (the
“Shares”) to Investor in redemption of 85,814,985 ordinary
shares of Acorn (the “Acorn Shares”), a portion of which
were acquired by Investor upon exercise of certain warrants to
purchase Acorn Shares (the “Warrants”), which occurred
immediately prior to the redemption and distribution. Investor is
generally subject to lock-up provisions on 50% of the Shares
until November 16, 2020 and on the remaining 50% of the Shares
until June 11, 2021. The foregoing description of the
Redemption Agreement does not purport to be complete and is
qualified in its entirety by reference to the form of such
agreement, which is filed as Exhibit 1 hereto and is incorporated
herein by reference.