UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Emerging growth company |
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| Item 8.01. | Other Events. |
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.
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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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
| · | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; | |
| · | may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; | |
| · | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and | |
| · | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. | |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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| Exhibit No. | Description |
| 1.1 |
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| 1.2 |
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| 4.1 | Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
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| 4.2 | First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
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| 4.3 |
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| 4.4 | Form of Note for 1.500% Notes due 2028.
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| 4.5 | Form of Note for 2.000% Notes due 2031.
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| 4.6 | Form of Note for 3.000% Notes due 2051.
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| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Dollar Notes.
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| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.
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| 99.1 | Press release, dated March 5, 2021, of The Coca-Cola Company.
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| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE COCA-COLA COMPANY | ||
| (REGISTRANT) | ||
| Date: March 5, 2021 | By: | /s/ Larry M. Mark |
| Name: Larry M. Mark | ||
| Title: Vice President, Global Finance Operations | ||
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