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): January 31, 2017

 

Dr Pepper Snapple Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33829

 

98-0517725

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

5301 Legacy Drive, Plano, Texas

 

75024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 972-673-7000

 

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.01.                 Entry into a Material Definitive Agreement.

 

On January 31, 2017 Dr Pepper Snapple Group, Inc., (the “Company”) announced that it had completed its acquisition of Bai Brands LLC.  As the result of the acquisition Bai Brands LLC, a New Jersey limited liability company (“Bai”) and 184 Innovations, Inc., a Delaware corporation and a subsidiary of Bai (“Innovations”), have entered into the following documents, by which they have become guarantors of certain obligations of the Company.

 

(1)          Fourth Supplemental Indenture, dated as of January 31, 2017 (the “Fourth Supplemental Indenture”), among Bai and Innovations (together, the “New Guarantors”), the Company, the Existing Guarantors (as defined in the Fourth Supplemental Indenture) and Wells Fargo Bank, N.A., as Trustee, which supplements and amends that certain Indenture dated as of April 30, 2008 (as amended and supplemented to the date hereof, the “2008 Indenture”);

 

(2)          Eighth Supplemental Indenture, dated as of January 31, 2017 (the “Eighth Supplemental Indenture”), among the New Guarantors, the Company, the Existing Guarantors (as defined in the Eighth Supplemental Indenture), and Wells Fargo Bank, N.A., as Trustee, which supplements and amends that certain Indenture dated as of December 15, 2009 (as amended and supplemented by Supplemental Indentures, the “2009 Indenture”); and

 

(3)          Assumption Agreement, dated as of January 31, 2017, executed by the New Guarantors and by which they have become a party to that certain Guaranty dated as of September 25, 2012 pursuant to which the parties thereto have guaranteed the obligations of the Company under that certain Credit Agreement, dated as of September 25, 2012, among the Company, the Lenders and Issuing Banks from time to time party thereto, and JPMorgan Chase Bank N.A., as Administrative Agent.

 

The foregoing descriptions of the Fourth Supplemental Indenture, Eighth Supplemental Indenture and Assumption Agreement do not purport to be complete and are qualified in their entirety by reference to the Fourth Supplemental Indenture, Eight Supplemental Indenture and Assumption Agreement, which are attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and are incorporated herein by reference.

 

Item 2.03.                 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01.                 Financial Statements and Exhibits

 

4.1                                                        Fourth Supplemental Indenture, dated as of January 31, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.

 

4.2                                                        Eighth Supplemental Indenture, dated as of January 31, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.

 

10.1                                                 Assumption Agreement, dated January 31, 2017 by Bai Brands LLC and 184 Innovations, Inc.

 

2


 

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.

 

 

Dr Pepper Snapple Group, Inc.

 

 

 

February 2, 2017

By:

James L. Baldwin

 

 

Name: James L. Baldwin

 

 

Title: Executive Vice President &
General Counsel

 

3


 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

4.1

 

Fourth Supplemental Indenture, dated as of January 31, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.

 

 

 

4.2

 

Eighth Supplemental Indenture, dated as of January 31, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee.

 

 

 

10.1

 

Assumption Agreement, dated January 31, 2017 by Bai Brands, LLC and 184 Innovations, Inc.

 

4

Exhibit 4.1

 

Execution Version

 

FOURTH SUPPLEMENTAL INDENTURE

 

This Fourth Supplemental Indenture (this “ Supplemental Indenture ”), dated as of January 31, 2017, among BAI BRANDS LLC, a New Jersey limited liability company, 184 INNOVATIONS INC., a Delaware corporation (together, the “ New Guarantors ”), DR PEPPER SNAPPLE GROUP, INC., a Delaware corporation (the “ Company ”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “ Existing Guarantors ”), and WELLS FARGO BANK, N.A., as Trustee under the Indenture referred to below.

 

W I T N E S S E T H:

 

WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 30, 2008 (the “ Base Indenture ”), providing for the issuance of $1,200,000,000 principal amount of the Company’s 6.82% Senior Notes due 2018 (the “ 2018 Notes ”) and $250,000,000 principal amount of the Company’s 7.45% Senior Notes due 2038 (the “ 2038 Notes ” and together with the 2018 Notes, any Additional Notes of any Initial Series and the Notes of the Additional Series, the “ Notes ”) issued under the Indenture;

 

WHEREAS, the Company, the Existing Guarantors and the Trustee have executed and delivered a Supplemental Indenture, dated May 7, 2008 (the “ First Supplemental Indenture ”), a Second Supplemental Indenture, dated March 17, 2009 (the “ Second Supplemental Indenture ”) and a Third Supplemental Indenture, dated October 19, 2009 (the “ Third Supplemental Indenture ” and together with the First Supplemental Indenture and the Second Supplemental Indenture, the “ Supplemental Indentures ”), pursuant to which such Existing Guarantors guarantee payment of the Notes on the terms and conditions as those set forth in the Indenture;

 

WHEREAS, the Base Indenture, as amended and supplemented by the Supplemental Indentures is referred to herein as the “ Indenture ”;

 

WHEREAS, Section 4.12 of the Base Indenture provides that the Company shall cause any Subsidiary of the Company that Guarantees, directly or indirectly, any Indebtedness of the Company (including any Indebtedness under any Credit Agreement) to at the same time, execute and deliver to the Trustee a supplement to the Indenture pursuant to which such Subsidiary shall Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture; and

 

WHEREAS, pursuant to Section 9.01(e) of the Base Indenture, the Trustee, the Company, the Existing Guarantors and the New Guarantors are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder of Notes.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 


 

ARTICLE I

Definitions

 

SECTION 1.1       Defined Terms .  As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined.

 

ARTICLE II

Agreement to be Bound; Guarantee

 

SECTION 2.1                                  Agreement to be Bound .  The New Guarantors hereby become a party to the Indenture as Subsidiary Guarantors and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

 

SECTION 2.2                                  Guarantee . The New Guarantors hereby unconditionally guarantee, jointly and severally with each other Subsidiary Guarantor, to each Holder of a Note authenticated and delivered by the Trustee and the to the Trustee and its successors and assigns, the full and punctual payment when due, whether at Stated Maturity, by redemption, acceleration or otherwise, of the obligations of the Company under the Notes and the other guaranteed obligations of the Company set forth in Article 10 of the Base Indenture. The terms of each Subsidiary Guarantee are more fully set forth in Article 10 of the Base Indenture and the New Guarantors agree to be bound by such terms.

 

ARTICLE III

Miscellaneous

 

SECTION 3.1 Notices. All notices and other communications to the New Guarantors shall be given as provided in the Indenture.

 

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders of Notes and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

 

SECTION 3.3 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 

2


 

SECTION 3.5 Trustee not Responsible . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company, the Existing Guarantors and the New Guarantors.

 

SECTION 3.6 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

 

SECTION 3.7 Headings. The headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

SECTION 3.8 No Adverse Interpretation of Other Agreements. This Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person (other than the Indenture). Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture or the Indenture.

 

[Signatures on following page]

 

3


 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

 

COMPANY:

 

 

 

DR PEPPER SNAPPLE GROUP, INC.

 

 

 

 

 

By:

/s/  Martin M. Ellen

 

Name: 

Martin M. Ellen

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

TRUSTEE:

 

 

 

WELLS FARGO BANK, N.A.

 

 

 

 

 

By:

/s/  John C. Stohlmann

 

Name:

John C. Stohlmann

 

Title:

Vice President

 

 

 

NEW GUARANTORS:

 

 

 

BAI BRANDS LLC

 

 

 

 

 

By:

/s/  James L. Baldwin

 

Name: 

James L. Baldwin

 

Title:

Executive Vice President & Secretary

 

 

 

184 INNOVATIONS INC.

 

 

 

 

 

By:

/s/  James L. Baldwin

 

Name: 

James L. Baldwin

 

Title:

Executive Vice President & Secretary

 

[Signature Page to Supplemental Indenture]

 


 

 

EXISTING GUARANTORS:

 

 

 

234DP AVIATION, LLC

 

A & W CONCENTRATE COMPANY

 

AMERICAS BEVERAGES MANAGEMENT GP

 

AMTRANS, INC.

 

BERKELEY SQUARE US, INC.

 

BEVERAGES DELAWARE INC.

 

DP BEVERAGES INC.

 

DPS AMERICAS BEVERAGES LLC

 

DPS BEVERAGES, INC.

 

DPS FINANCE II, INC.

 

DPS HOLDINGS INC.

 

DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY

 

DR PEPPER/SEVEN UP MANUFACTURING COMPANY

 

DR PEPPER/SEVEN UP, INC.

 

HIGH RIDGE INVESTMENTS US, INC.

 

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

 

MOTT’S GENERAL PARTNERSHIP

 

MOTT’S LLP

 

MSSI LLC

 

NANTUCKET ALLSERVE, INC.

 

NUTHATCH TRADING US, INC.

 

PACIFIC SNAPPLE DISTRIBUTORS, INC.

 

ROYAL CROWN COMPANY, INC.

 

SNAPPLE BEVERAGE CORP.

 

THE AMERICAN BOTTLING COMPANY

 

 

 

 

 

By:

/s/  Martin M. Ellen

 

Name:

Martin M. Ellen

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

SPLASH TRANSPORT, INC.

 

 

 

 

 

By:

/s/  Arthur Swanson

 

Name:

Arthur Swanson

 

Title: 

Vice President and Assistant Secretary

 

[Signature Page to Supplemental Indenture]

 

Exhibit 4.2

 

Execution Version

 

DR PEPPER SNAPPLE GROUP, INC.

EIGHTH SUPPLEMENTAL INDENTURE

 

This Eighth Supplemental Indenture (this “ Supplemental Indenture ”), dated as of January 31, 2017, among BAI BRANDS LLC, a New Jersey limited liability company, 184 INNOVATIONS INC., a Delaware corporation (together, the “ New Guarantors ”), DR PEPPER SNAPPLE GROUP, INC., a Delaware corporation (the “ Company ”), each other then-existing Guarantor under the Indenture referred to below (the “ Existing Guarantors ”), and WELLS FARGO BANK, N.A., as trustee (in such capacity, the “ Trustee ”), paying agent and registrar under such Indenture.

 

W I T N E S S E T H:

 

WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of December 15, 2009 (the “ Base Indenture ”), providing for the issuance by the Company from time to time of its debt securities to be issued in one or more series, a First Supplemental Indenture dated as of December 21, 2009 (the “ First Supplemental Indenture ”), a Second Supplemental Indenture dated as of January 11, 2011 (the “ Second Supplemental Indenture ”), a Third Supplemental Indenture dated as of November 15, 2011 (the “ Third Supplemental Indenture ”), a Fourth Supplemental Indenture dated as of November 20, 2012 (the “ Fourth Supplemental Indenture ”), a Fifth Supplemental Indenture dated as of November 9, 2015 (the “ Fifth Supplemental Indenture ”), a Sixth Supplemental Indenture dated as of September 16, 2016 (the “ Sixth Supplemental Indenture ”) and a Seventh Supplemental Indenture dated as of December 14, 2016 (the “ Seventh Supplemental Indenture ” and together with the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture and Seventh Supplemental Indenture, collectively, the “ Supplemental Indentures ”);

 

WHEREAS, the Base Indenture, as amended and supplemented by the Supplemental Indentures is referred to herein as the “ Indenture ”;

 

WHEREAS, the Company has established the Company’s outstanding: (i) 2.60% Notes due 2019 (the “ 2019 Notes ”) and 3.20% Notes due 2021 (the “ 2021 Notes ”) pursuant to the Third Supplemental Indenture; (ii) 2.00% Notes due 2020 (the “ 2020 Notes ”) and 2.70% Notes due 2022 (the “ 2022 Notes ”) pursuant to the Fourth Supplemental Indenture; (iii) 3.40% Notes due 2025 (the “ 2025 Notes ”) and 4.50% Notes due 2045 (the “ 2045 Notes ”) pursuant to the Fifth Supplemental Indenture; (iv) 2.55% Notes due 2026 (the “ 2026 Notes ”) pursuant to the Sixth Supplemental Indenture and (v) 2.53% Notes due 2021 (the “ Additional 2021 Notes ”), 3.13% Notes due 2023 (the “ 2023 Notes ”), 3.43% Notes due 2027 (the “ 2027 Notes ”) and 4.42% Notes due 2046 (the “ 2046 Notes ,” and together with the 2019 Notes, the 2021 Notes, the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2045 Notes, the 2026 Notes, the Additional 2021 Notes, the 2023 Notes and the 2027 Notes, collectively, the “ Notes ”) pursuant to the Seventh Supplemental Indenture;

 

WHEREAS, Sections 6.03 and 7.03 of the Supplemental Indentures, as applicable, provide that the Company shall cause any Subsidiary of the Company that guarantees, directly or

 

1


 

indirectly, any Indebtedness of the Company (including any Indebtedness under any Credit Agreements) to at the same time, execute and deliver to the Trustee a supplement to the Indenture pursuant to which such Subsidiary will guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture; and

 

WHEREAS, pursuant to Section 9.1(11) of the Base Indenture, the Trustee, the Company, the Existing Guarantors and the New Guarantors are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder of Notes.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

ARTICLE I

Definitions

 

SECTION  1.1                   Defined Terms .  As used in this Supplemental Indenture, capitalized terms defined in the Indenture or in the preamble or recitals thereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

 

SECTION 2.1                                  Agreement to be Bound .  The New Guarantors hereby become a party to the Indenture as Guarantors and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The New Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

 

SECTION 2.2                                  Guarantee . The New Guarantors hereby fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with each Existing Guarantor, to each Holder of a Note and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the obligations of the Company under the Notes and the other guaranteed obligations of the Company set forth in Article 10 of the Base Indenture. The terms of each Securities Guarantee are more fully set forth in Article 10 of the Base Indenture and the New Guarantors agree to be bound by such terms.

 

ARTICLE III

Miscellaneous

 

SECTION 3.1           Governing Law .  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

 

2


 

SECTION 3.2           Severability Clause .  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

SECTION 3.3           Ratification of Indenture; Supplemental Indentures Part of Indenture .  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all of the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 

SECTION 3.4           Trustee Not Responsible . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company, the Existing Guarantors and the New Guarantors.

 

SECTION 3.5           Multiple Originals .  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

 

SECTION 3.6           Headings .  The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

 

[Signatures on following page]

 

3


 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

 

COMPANY:

 

 

 

DR PEPPER SNAPPLE GROUP, INC.

 

 

 

 

 

By:

/s/ Martin M. Ellen

 

Name:

Martin M. Ellen

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

TRUSTEE:

 

 

 

WELLS FARGO BANK, N.A.

 

 

 

 

 

By:

/s/ John C. Stohlmann

 

Name:

John C. Stohlmann

 

Title:

Vice President

 

 

 

NEW GUARANTORS:

 

 

 

BAI BRANDS LLC

 

 

 

 

 

By:

/s/ James L. Baldwin

 

Name:

James L. Baldwin

 

Title:

Executive Vice President & Secretary

 

 

 

184 INNOVATIONS INC.

 

 

 

 

 

By:

/s/ James L. Baldwin

 

Name:

James L. Baldwin

 

Title:

Executive Vice President & Secretary

 

[Signature Page to Supplemental Indenture]

 


 

 

EXISTING GUARANTORS:

 

 

 

234DP AVIATION, LLC

 

A & W CONCENTRATE COMPANY

 

AMERICAS BEVERAGES MANAGEMENT GP

 

AMTRANS, INC.

 

BERKELEY SQUARE US, INC.

 

BEVERAGES DELAWARE INC.

 

DP BEVERAGES INC.

 

DPS AMERICAS BEVERAGES LLC

 

DPS BEVERAGES, INC.

 

DPS FINANCE II, INC.

 

DPS HOLDINGS INC.

 

DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY

 

DR PEPPER/SEVEN UP MANUFACTURING COMPANY

 

DR PEPPER/SEVEN UP, INC.

 

HIGH RIDGE INVESTMENTS US, INC.

 

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

 

MOTT’S GENERAL PARTNERSHIP

 

MOTT’S LLP

 

MSSI LLC

 

NANTUCKET ALLSERVE, INC.

 

NUTHATCH TRADING US, INC.

 

PACIFIC SNAPPLE DISTRIBUTORS, INC.

 

ROYAL CROWN COMPANY, INC.

 

SNAPPLE BEVERAGE CORP.

 

THE AMERICAN BOTTLING COMPANY

 

 

 

 

 

By:

/s/ Martin M. Ellen

 

Name:

Martin M. Ellen

 

Title:

Executive Vice President and Chief Financial Officer

 

 

 

 

 

SPLASH TRANSPORT, INC.

 

 

 

 

 

By:

/s/ Arthur Swanson

 

Name:

Arthur Swanson

 

Title:

Vice President and Assistant Secretary

 

[Signature Page to Supplemental Indenture]

 

Exhibit 10.1

 

ASSUMPTION AGREEMENT

 

This Assumption Agreement, dated as of January 31, 2017, is made by Bai Brands LLC and 184 Innovations, Inc., (each an “ Additional Guarantor ” and collectively the “ Additional Guarantors ”), in favor of the Administrative Agent, each Lender (as each such term is defined in the Credit Agreement referred to below) and each holder of a Guaranteed Obligation (as defined in the Guaranty referred to below) in connection with the Credit Agreement and Guaranty referred to below.  All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement or Guaranty, as applicable.

 

W   I   T   N   E   S   S   E   T   H :

 

WHEREAS, pursuant to the Credit Agreement dated as of September 25, 2012 (together with all appendices, exhibits, and schedules thereto and as the same may be amended, restated, increased, extended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Dr Pepper Snapple Group, Inc., a Delaware corporation (the “ Borrower ”), the Lenders and Issuing Banks from time to time party thereto, JPMorgan Chase Bank N.A., as Administrative Agent and the other parties from time to time thereto, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

 

WHEREAS, in connection with the Credit Agreement, certain Subsidiaries of the Borrower (other than the Additional Guarantors) have entered into the Guaranty, dated as of September 25, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”) in favor of the Guaranteed Parties;

 

WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the Guaranty;

 

WHEREAS, each Additional Guarantor will receive substantial direct and indirect benefits from the making of the Loans, the issuance of Letters of Credit and the granting of the other financial accommodations to the Borrower under the Credit Agreement; and

 

WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty;

 

NOW, THEREFORE, IT IS AGREED:

 

1.  Guaranty .  By executing and delivering this Assumption Agreement, each Additional Guarantor (i) agrees hereby that it is and has become a party to the Guaranty as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor thereunder and (ii) without in anyway limiting the generality of the foregoing, hereby expressly assumes and agrees to perform all obligations and liabilities of a Guarantor under the Guaranty.

 


 

2.  Representation and Warranties . Each Additional Guarantor makes the following representation and warranties set forth below:

 

(a)          Organization; Powers . Such Additional Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.  Such Additional Guarantor has all requisite corporate power, limited liability company power, general partnership power or limited partnership power and authority, as applicable, to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required; and

 

(b)          Authorization; Enforceability .  The Guaranty is within such Additional Guarantor’s corporate (or equivalent) powers and has been duly authorized by all necessary corporate and, if required, stockholder action. This Assumption Agreement has been duly executed and delivered by such Additional Guarantor and constitutes a legal, valid and binding obligation of such Additional Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

2.  GOVERNING LAW .  THIS ASSUMPTION AGREEMENT AND ANY CLAIM OR CONTROVERSY ARISING HEREUNDER OR RELATED HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK .

 

[ Signature Page Follows ]

 


 

IN WITNESS WHEREOF, each of the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

 

 

Bai Brands LLC

 

 

 

 

 

By:

/s/ James L. Baldwin

 

 

Name: James L. Baldwin

 

 

Title: Executive Vice President & Secretary

 

 

 

 

 

184 Innovations, Inc.

 

 

 

 

 

By:

/s/ James L. Baldwin

 

 

Name: James L. Baldwin

 

 

Title: Executive Vice President & Secretary

 

Signature page to Assumption Agreement