Free Writing Prospectus filed pursuant to Rule 433
Registration Statement No. 333-233477
Supplementing the Prospectus Supplement dated March 1, 2021
(To Prospectus dated August 27, 2019)
Keurig Dr Pepper Announces Strategic Refinancing
Company Commences a Public Offering of Senior Notes and New 364-Day Revolving Credit Facility
BURLINGTON, MA, and PLANO, TX, March 1, 2021 Keurig Dr Pepper Inc. (NASDAQ: KDP) announced today the commencement of a
public offering of senior notes and the Companys intent to enter into a new 364-day revolving credit facility. The Company intends to use the net proceeds from the sale of the notes to fund the
redemption of certain outstanding senior unsecured notes and to permanently repay in full and terminate its term loan facility that matures in February 2023 and, in each case, to pay any related premiums, accrued and unpaid interest and fees and
expenses related thereto. The remaining net proceeds, if any, will be used to fund the costs of the offering and for other general corporate purposes.
Commenting on the announcement, Keurig Dr Pepper CFO and President, International, Ozan Dokmecioglu, stated, Since the time of the merger nearly three
years ago, we have driven significant cash flow for KDP, allowing us to rapidly delever. This strong performance also led to the recent outlook upgrade of KDP by Moodys Investor Services. The strategic refinancing we are launching today will
further enhance our liquidity profile and strengthen our balance sheet, supporting our delivery of the three-year merger targets we established in 2018 and reiterated last week.
BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan and SMBC Nikko Securities America, Inc. will act as joint book-running managers for the
offering of senior notes, which is being made only by means of a prospectus and related prospectus supplement. The Company has filed a registration statement (including the prospectus and related prospectus supplement) with the Securities and
Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus and related prospectus supplement incorporated in that registration statement and other documents the
Company has filed with the SEC for more complete information about the Company and the offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained from: BofA Securities,
Inc., 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, telephone:
1-800-294-1322 or by email at dg.prospectus_requests@bofa.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West
Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile:
212-902-9316 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York
10179, Attn: Investment Grade Syndicate Desk, telephone: (212) 834-4533; and SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, New York 10172, Attn: Debt Capital Markets, telephone: 1-888-868-6856 or by email at prospectus@smbcnikko-si.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the notes 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.