Euro-Denominated Notes Offering
On March 1, 2021,
The Coca-Cola Company (the “Company”) entered into an underwriting agreement (the “Euro Notes Underwriting Agreement”)
among the Company and the underwriters named therein (the “Euro Notes Underwriters”), in connection with the Company’s
public offering (the “Euro Notes Offering”) of €700,000,000 aggregate principal amount of its 0.125% Notes due
2029, €650,000,000 aggregate principal amount of its 0.500% Notes due 2033 and €650,000,000 aggregate principal amount
of its 1.000% Notes due 2041 (collectively, the “Euro Notes”). Pursuant to the Euro Notes Underwriting Agreement,
the Company agreed to sell the Euro Notes to the Euro Notes Underwriters, and the Euro Notes Underwriters agreed to purchase the
Euro Notes for resale to the public. The Euro Notes Offering is expected to close on or about March 9, 2021, subject to customary
closing conditions.
The Euro Notes
Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary
indemnification by each of the Company and the Euro Notes Underwriters against certain liabilities and customary contribution
provisions in respect of those liabilities.
U.S. Dollar-Denominated Notes
Offering
On March 5, 2021,
the Company completed a public offering of $750,000,000 aggregate principal amount of its 1.500% Notes due 2028, $750,000,000
aggregate principal amount of its 2.000% Notes due 2031 and $1,000,000,000 aggregate principal amount of its 3.000% Notes due
2051 (collectively, the “Dollar Notes” and, together with the Euro Notes, the “Notes”).
In connection
with the offering of the Dollar Notes, the Company entered into an underwriting agreement, dated March 1, 2021 (the “Dollar
Notes Underwriting Agreement”), among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC and Santander Investment
Securities Inc. as representatives of the several underwriters named therein (the “Dollar Notes Underwriters”). Pursuant
to the Dollar Notes Underwriting Agreement, the Company agreed to sell the Dollar Notes to the Dollar Notes Underwriters, and
the Dollar Notes Underwriters agreed to purchase the Dollar Notes for resale to the public. The Dollar Notes Underwriting Agreement
includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by
each of the Company and the Dollar Notes Underwriters against certain liabilities and customary contribution provisions in respect
of those liabilities.
The offerings
of the Notes were made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-234311)
filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2019.
The Dollar Notes
were issued under an Amended and Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”),
between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented
by the First Supplemental Indenture, dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1,
2007, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee.
The Company intends
to use the net proceeds from the offering of the Dollar Notes, together with cash on hand, if necessary, for the purchase of certain
of its outstanding U.S. dollar-denominated notes (the “Dollar Tender Offer Notes”) and the payment of related accrued
and unpaid interest, premiums, fees and expenses (the “Dollar Tender Offers”) and the redemptions of certain of the
Dollar Tender Offer Notes that remain outstanding following the consummation of the Dollar Tender Offers, if applicable. The Company
intends to use the net proceeds from the offering of the Euro Notes, together with cash on hand, if necessary, for the purchase
of certain of its outstanding euro-denominated notes (the “Euro Tender Offer Notes”) and the payment of related accrued
and unpaid interest, premiums, fees and expenses (the “Euro Tender Offers”), the redemptions of certain of the Euro
Tender Offer Notes that remain outstanding following the consummation of the Euro Tender Offers, if applicable, and to repay the
Company’s euro-denominated Floating Rate Notes due 2021.
The Euro Notes
Underwriting Agreement, the Dollar Notes Underwriting Agreement, the Indenture and the forms of global note for the Dollar Notes
Offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Tender Offers
On March 5, 2021,
the Company issued a press release announcing the pricing of the previously announced Tender Offers. A copy of the press release
is attached as Exhibit 99.1 and incorporated by reference herein.