Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 18 2020 - 6:13AM
Edgar (US Regulatory)
Free Writing Prospectus filed pursuant to
Rule 433
Registration Statement No. 333-233477
Supplementing the Prospectus Supplement
dated August 27, 2019
(To Prospectus dated August 27, 2019)
Keurig Dr Pepper Announces Proposed Secondary
Offering of Common Stock
BURLINGTON, Mass. and PLANO, Texas, August 17, 2020 /PRNewswire/
-- Keurig Dr Pepper (NYSE: KDP) (the “Company” or “KDP”) announced today the commencement of a registered
public secondary offering of 45 million shares, or approximately 3.2%, of the Company’s outstanding common stock. All of
the shares sold in the offering will be sold by Maple Holdings B.V. (“Maple”). Maple is a holding company majority-owned
by JAB Holdings B.V. (“JAB”).
The Company is not selling any shares of common stock and will
not receive any proceeds from the proposed offering. Upon completion of the offering, Maple and JAB will collectively own approximately
49.5% of the Company’s outstanding common stock. Maple may distribute the proceeds of the offering to its members or otherwise
redeem interests of its members from time to time, including JAB.
Goldman Sachs & Co. LLC is acting as underwriter for
the proposed offering.
The offering will be made only by means of an effective registration
statement and a prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed
offering may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com. Copies of the preliminary prospectus
supplement and the related prospectus may also be obtained free of charge from the website of the U.S. Securities and Exchange
Commission (the “SEC”) at http://www.sec.gov.
The Company has previously filed with the SEC a registration
statement (including a prospectus) on Form S-3 (File No. 333-233477) and a prospectus supplement, each dated August 27,
2019, as well as a preliminary prospectus supplement for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. Copies of the registration statement can be accessed through the SEC’s website
at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
About Keurig Dr Pepper
Keurig Dr Pepper (KDP) is a leading beverage company in North
America, with annual revenue in excess of $11 billion and nearly 26,000 employees. KDP holds leadership positions in soft drinks,
specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the
U.S. and Canada. The Company’s portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually
any consumer need, any time, and includes Keurig®, Dr Pepper®, Green Mountain Coffee Roasters®, Canada Dry®, Snapple®,
Bai®, Mott’s®, CORE® and The Original Donut Shop®. Through its powerful sales and distribution network,
KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company is committed
to sourcing, producing and distributing its beverages responsibly through its Drink Well. Do Good. corporate responsibility
platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability.
Forward-Looking Statements
Certain statements contained herein are “forward-looking
statements” within the meaning of applicable securities laws and regulations. These statements are often, but not always,
made through the use of words or phrases such as “may,” “might,” “should,” “could,”
“predict,” “potential,” “believe,” “expect,” “continue,” “will,”
“anticipate,” “seek,” “estimate,” “intend,” “plan,” and “would,”
or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking
statements have been based on the Company’s current views with respect to future events and the timing of this secondary
offering. These forward-looking statements are subject to a number of risks and uncertainties including prevailing market conditions,
as well as other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed
under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019 and the Company’s other filings with the SEC. Forward-looking statements represent the Company’s
estimates and assumptions only as of the date that they were made. The Company does not undertake any duty to update the forward-looking
statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required
by applicable law.
Investors
Tyson Seely
T: 781-418-3352/ tyson.seely@kdrp.com
Steve Alexander
T: 972-673-6769/ steve.alexander@kdrp.com
Media
Katie Gilroy
T: 781-418-3345/ katie.gilroy@kdrp.com
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