0001418135FALSE00014181352021-03-242021-03-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2021
Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33829 | | 98-0517725 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
53 South Avenue, Burlington, Massachusetts 01803
(Address of principal executive offices, including zip code)
781-418-7000
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock | | KDP | | Nasdaq Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
On March 24, 2021, Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), entered into a new unsecured 364 day Credit Agreement (the “Credit Agreement”), among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent. The Credit Agreement provides for a $1,500,000,000 revolving credit facility, and borrowings under the Credit Agreement may be used for general corporate purposes and working capital. The Credit Agreement will mature on March 23, 2022, subject to the Company’s option to extend the maturity date by one year and convert the outstanding loans to term loans so long as certain customary conditions are satisfied. The Credit Agreement replaces the Company’s former $1,500,000,000 364-day credit agreement, which has been terminated.
The interest rate applicable to borrowings under the Credit Agreement ranges from a rate equal to LIBOR plus a margin of 1.000% to 1.625% or a base rate plus a margin of zero to 0.625%, depending on the rating of certain index debt of the Company.
The Credit Agreement contains customary representations and warranties for investment grade financings. The Credit Agreement also contains (i) certain customary affirmative covenants, including those that impose certain reporting and/or performance obligations on the Company and its subsidiaries, (ii) certain customary negative covenants that generally limit, subject to various exceptions, the Company and its subsidiaries from taking certain actions, including, without limitation, incurring liens, consummating certain fundamental changes and entering into transactions with affiliates, (iii) a financial covenant in the form of a total net leverage ratio and (iv) customary events of default (including a change of control) for financings of this type.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the Credit Agreement, on March 24, 2021, the Company repaid all of the outstanding obligations under the Company’s existing 364 day credit agreement, dated as of April 14, 2020, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and terminated all commitments thereunder.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
| | Credit Agreement, dated as of March 24, 2021, among Keurig Dr Pepper Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent. |
| 104 | | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101 |
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.
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| | KEURIG DR PEPPER INC. |
| Dated: March 26, 2021 | |
| | By: | /s/ James L. Baldwin |
| | | James L. Baldwin |
| | | Chief Legal Officer, General Counsel and Secretary |
