U.S. Dollar-Denominated Notes Offering
On May 5, 2021, The Coca-Cola Company (the “Company”)
completed its previously announced public offering of $2,000,000,000 aggregate principal amount of its 2.250% Notes due 2032 (the “2032
notes”), $750,000,000 aggregate principal amount of its 2.875% Notes due 2041 (the “2041 notes”) and $700,000 aggregate
principal amount of its 3.000% Notes due 2051 (the “2051 notes” and together with the 2032 notes and the 2041 notes, the “Dollar
Notes”).
The offering of the Dollar Notes was 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 2051 notes constituted a further issuance of the Company’s
3.000% Notes due 2051, of which $1,000,000,000 aggregate principal amount was issued on March 5, 2021 (the “existing 2051 notes”)
under the Indenture. The 2051 notes have the same CUSIP number and will trade interchangeably with the existing 2051 notes. The offering
price of the 2051 notes included accrued interest from, and including, March 5, 2021 to, but excluding, the issue date of the 2051 notes,
which was paid by the purchasers of the 2051 notes. After giving effect to the issuance of the 2051 notes, the Company now has $1,700,000,000
aggregate principal amount of 3.000% Notes due 2051 outstanding.
The Company intends to use the net proceeds from the
offering of the Dollar Notes, together with cash on hand, for the purchase of certain of its outstanding U.S. dollar-denominated notes
(the “Dollar Tender Offer Notes”) tendered pursuant to the Tender Offers (defined below) and the payment of related accrued
and unpaid interest, premiums, fees and expenses and the redemptions of certain of the Dollar Tender Offer Notes that remain outstanding
following the consummation of the Tender Offers, if applicable.
The Indenture and the forms of global note for the
offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Tender Offers
On May 5, 2021, the Company issued a press release
announcing the pricing of the previously announced tender offers to purchase for cash any and all of certain of the Company’s debt
securities (the “Tender Offers”). A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.