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): April 20, 2022
Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
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:
Title of each class |
Trading |
Name of each exchange | ||
Common stock | KDP | Nasdaq Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the strategic refinancing previously announced on April 7, 2022, on April 22, 2022, Keurig Dr Pepper Inc. (the “Company”) issued $3,000 million aggregate principal amount of senior unsecured notes, consisting of $1,000 million aggregate principal amount of 3.950% Senior Notes due 2029 (the “2029 Notes”), $850 million aggregate principal amount of 4.050% Senior Notes due 2032 (the “2032 Notes”) and $1,150 million aggregate principal amount of 4.500% Senior Notes due 2052 (the “2052 Notes” and, together with the 2029 Notes and the 2032 Notes, the “Notes”), pursuant to an indenture, dated as of December 15, 2009, between the Company (f/k/a Dr Pepper Snapple Group, Inc.) and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, N.A., as trustee (the “Base Indenture”), as supplemented by the Twelfth Supplemental Indenture thereto, dated as of April 22, 2022, among the Company, the Subsidiary Guarantors (as defined herein) and Computershare Trust Company, N.A., as trustee (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Interest on each series of Notes will be payable on April 15 and October 15 of each year, beginning on October 15, 2022. The 2029 Notes will mature on April 15, 2029, the 2032 Notes will mature on April 15, 2032 and the 2052 Notes will mature on April 15, 2052. The Notes will not be entitled to any sinking fund. The Notes were issued in an underwritten offering registered under the Securities Act of 1933, as amended.
The Notes are the unsecured and unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s current and future unsubordinated indebtedness. The Notes are fully and unconditionally guaranteed by certain of the Company’s domestic subsidiaries (each a “Subsidiary Guarantor”) and all of its existing and future subsidiaries that guarantee any of its other indebtedness (each a “Subsidiary Guarantee”). Each such Subsidiary Guarantee is an unsecured and unsubordinated obligation of the Subsidiary Guarantor providing such Subsidiary Guarantee and ranks equally in right of payment with such Subsidiary Guarantor’s current and future unsubordinated indebtedness.
The Company may redeem the Notes of each series, in whole or in part, from time to time, at the applicable redemption price set forth in the Indenture and the applicable note certificates. If a change of control triggering event (as defined in the Indenture) occurs, subject to certain exceptions, the Company must give holders of the Notes the opportunity to sell to the Company their Notes, in whole or in part, at a purchase price equal to 101% of the principal amount, plus any accrued and unpaid interest to, but excluding, the date of purchase.
The Indenture contains customary events of default, including: (i) default in any payment of interest on any Note when due, continued for 30 days, (ii) default in the payment of principal of or premium, if any, on any Note when due, (iii) failure by the Company to comply with its obligations under the Indenture, in certain cases subject to notice and grace periods and (iv) specified events involving bankruptcy, insolvency or reorganization of the Company or certain of its subsidiaries.
The Company and its majority-owned subsidiaries are subject to certain negative covenants under the Indenture, including limitations on the ability of the Company and each such subsidiary to, among other things: (i) incur indebtedness secured by principal properties, (ii) enter into certain sale and leaseback transactions with respect to principal properties and (iii) enter into certain mergers, consolidations and transfers of substantially all of its assets.
The summary of the terms and provisions of the Notes and the Indenture set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full and complete text of the Base Indenture (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 23, 2009) and the Twelfth Supplemental Indenture (filed as Exhibit 4.1 to this Current Report on Form 8-K), including the form of each series of the Notes (in global form) attached as exhibits thereto, which are incorporated by reference herein.
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 above with respect to the Notes and the Indenture is incorporated into this Item 2.03 by reference insofar as it relates to the creation of a direct financial obligation.
Item 8.01. Other Events.
On April 20, 2022, the Company announced the early tender results and the exercise of its previously disclosed right to upsize the tender offers to purchase for cash certain of the Company’s outstanding series of senior unsecured notes.
On April 21, 2022, the Company announced the aggregate principal amount of each series of notes accepted for purchase in each tender offer and the pricing of the tender offers.
Filed herewith as Exhibit 99.1 and Exhibit 99.2, and incorporated herein by reference, are copies of the Company’s press releases announcing the early tender results and upsizing of the tender offers and the aggregate principal amount of each series of notes accepted for purchase in each tender offer and the pricing of the tender offers, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
KEURIG DR PEPPER INC. | ||
By: | /s/ Anthony Shoemaker | |
Name: Anthony Shoemaker | ||
Title: Chief Legal Officer, General Counsel and Secretary |
Dated: April 22, 2022
Exhibit 4.1
This TWELFTH SUPPLEMENTAL INDENTURE (this Twelfth Supplemental Indenture), dated as of April 22, 2022, among KEURIG DR PEPPER INC., a Delaware corporation (the Company), the Guarantors listed in Schedule I (the Guarantors), and COMPUTERSHARE TRUST COMPANY, N.A., as trustee (the Trustee).
RECITALS
WHEREAS, the Company (f/k/a Dr Pepper Snapple Group, Inc.) and the Trustee, as successor trustee to Wells Fargo Bank, N.A., have heretofore executed and delivered an indenture, dated as of December 15, 2009 (the Base Indenture and, together with this Twelfth Supplemental Indenture, and as such may be amended, supplemented or otherwise modified from time to time, the Indenture), providing for the issuance by the Company from time to time of its debt securities to be issued in one or more series;
WHEREAS, Sections 2.1 and 9.1 of the Base Indenture provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Base Indenture to provide for specific terms applicable to any series of notes;
WHEREAS, Section 2.1 of the Base Indenture provides, among other things, that there shall be established in or pursuant to a Board Resolution, and set forth, or determined in the manner provided, in an Officers Certificate of the Company or in a Company Order, or established in one or more indentures supplemental to the Base Indenture, prior to the issuance of Securities of any series whether Securities of the series are entitled to the benefits of any Securities Guarantee of any Guarantor pursuant to the Indenture, the identity of any such Guarantors, whether Notations of such Securities Guarantees are to be included on such Securities and any terms of such Securities Guarantee with respect to the Securities of the series in addition to those set forth in Article X of the Base Indenture, or any exceptions to or changes to those set forth in Article X of the Base Indenture;
WHEREAS, Section 10.1 of the Base Indenture provides that prior to the authentication and delivery upon original issuance of Securities of any series that are to be guaranteed by a Person, the Company, the Trustee and such Person shall have entered into a supplemental indenture pursuant to Section 9.1(11) of the Base Indenture whereby such Person shall have executed a Securities Guarantee under the Base Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 of the Base Indenture as a Guarantor thereof;
WHEREAS, the Company intends by this Twelfth Supplemental Indenture to create and provide for the issuance of three new separate series of debt securities to be designated as the 3.950% Senior Notes due 2029 (the 2029 Notes), the 4.050% Senior Notes due 2032 (the 2032 Notes) and the 4.500% Senior Notes due 2052 (the 2052 Notes and, together with the 2029 Notes and the 2032 Notes, the Notes);
WHEREAS, the Company intends by this Twelfth Supplemental Indenture to provide that each series of the Notes will be entitled to the benefits of the Securities Guarantee of the Guarantors;
WHEREAS, the Guarantors intend by this Twelfth Supplemental Indenture to execute a Securities Guarantee with respect to each series of the Notes;
WHEREAS, pursuant to Section 9.1(9) and (11) of the Base Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Twelfth Supplemental Indenture to amend or supplement the Base Indenture, without the consent of any Holder of Notes; and
WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Base Indenture and delivered as provided in the Base Indenture against payment therefor, valid, binding and legal obligations of the Company and the Guarantors according to their terms, and all actions required to be taken by the Company and the Guarantors under the Base Indenture to make this Twelfth Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantors, have been done;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
(a) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture.
(b) The following are definitions used in this Twelfth Supplemental Indenture, and to the extent that a term is defined both herein and in the Base Indenture, the definition in this Twelfth Supplemental Indenture shall govern with respect to the Notes.
Attributable Debt in respect of a sale and leaseback transaction means, at any time of determination, the present value at that time of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Attributable Debt represented thereby will be determined in accordance with the definition of Capital Lease Obligation.
Capital Lease Obligation means, at any time of determination, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP; provided, however, that all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP after the application of Accounting Standard Codification Topic 842 shall not constitute Capital Lease Obligations for the purposes of the Indenture (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with Accounting Standard Codification Topic 842 to be treated as balance sheet liabilities in any financial statements to be delivered pursuant to Section 5.04.
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Capital Stock means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
Change of Control means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries) becoming the beneficial owner (as defined in Rules 13d-3 and 13d- 5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares or (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in a transaction or a series of related transactions, of all or substantially all of the Companys assets and the assets of its Subsidiaries, taken as a whole, to one or more Persons (other than the Company or one of its subsidiaries). Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of the Companys Voting Stock immediately prior to that transaction or (ii) immediately following that transaction no Person is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.
Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.
Consolidated Total Assets means, with respect to any Person, as of any date of determination, the total assets reflected on the consolidated balance sheet of such Person and its subsidiaries as of the end of the most recently ended fiscal quarter of such Person for which consolidated financial statements have been prepared, determined on a consolidated basis in accordance with GAAP.
Credit Agreement means the Existing Credit Agreement as such agreement may be amended, supplemented or otherwise modified from time to time, and any agreement, indenture or other documentation relating to extensions, refinancings, replacements or restructuring of the credit facilities governed by the Existing Credit Agreement, whether the same or any other agent, agents, lenders or group of lenders is or are parties thereto.
Existing Credit Agreement means the credit agreement, dated as of February 23, 2022 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Company, as borrower, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
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Fitch means Fitch, Inc.
Funded Debt means Indebtedness which by its terms matures at or is extendible or renewable at the option of the obligor to date more than 12 months after the date of the creation or incurrence of such Indebtedness.
Indebtedness means, with respect to any Person, without duplication, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures, or similar instruments or letters of credit (or reimbursement agreements with respect thereto); (3) in respect of bankers acceptances, bank guarantees, surety bonds or similar instruments; (4) representing Capital Lease Obligations; or (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business; if and to the extent any of the preceding items (other than letters of credit) would appear as a liability upon a balance sheet (excluding the notes thereto) of the specified Person prepared in accordance with GAAP.
In addition, the term Indebtedness includes all of the following items, whether or not any such items would appear as a liability on a balance sheet of the specified Person in accordance with GAAP: (1) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); and (2) to the extent not otherwise included, any guarantee by the specified Person of Indebtedness of any other Person.
Interest Payment Date means the stated maturity of an installment of interest on the Notes of any series (being April 15 and October 15 of each year, commencing on October 15, 2022).
Investment Grade Rating means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moodys and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.
Lien means any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction. Notwithstanding the foregoing, an operating lease shall not be deemed to constitute a Lien.
Moodys means Moodys Investors Service, Inc.
Par Call Date means February 15, 2029 (in the case of the 2029 Notes), January 15, 2032 (in the case of the 2032 Notes) or October 15, 2051 (in the case of the 2052 Notes).
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Permitted Encumbrances means: (1) Liens imposed by law for taxes, assessments or governmental charges that are not overdue for a period of more than 30 days or that are being contested in good faith; (2) carriers, warehousemens, mechanics, materialmens, repairmens and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Liens) or are being contested in good faith; (3) (i) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws or regulations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary of the Company; (4) deposits to secure the performance of bids, trade contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business; (5) judgment liens for the payment of money (i) not in excess of $75,000,000 in the aggregate (to the extent not covered by independent third-party insurance) or (ii) in respect of judgments that the Company or a Subsidiary of the Company is in good faith prosecuting an appeal or other proceeding for review or Liens incurred by the Company or a Subsidiary of the Company for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or a Subsidiary of the Company is a party; (6) easements, restrictions, rights-of-way and similar encumbrances and minor title defects on real property imposed by law or arising in the ordinary course of business that do not secure any payment obligations and do not, in the aggregate, materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary of the Company; (7) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (8) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (9) Liens (i) of a collection bank on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are customary in the banking industry; (10) any interest or title of a lessor under leases entered into by the Company or any of its Subsidiaries in the ordinary course of business and financing statements with respect to a lessors right in and to personal property leased to the Company or any of its Subsidiaries in the ordinary course of the Companys or any of its Subsidiaries business other than through a finance lease; (11) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business; (12) Liens deemed to exist in connection with Permitted Investments and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (13) Liens that are contractual rights of set-off: (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep
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accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Subsidiary of the Company in the ordinary course of business; (14) Liens solely on any cash earnest money deposits made by the Company or any Subsidiaries in connection with any letter of intent or purchase agreement; (15) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located; (16) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (17) any zoning or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Company or any Subsidiary of the Company; (18) Liens securing indebtedness outstanding or incurred pursuant to credit facilities (including any Indebtedness under the Credit Agreement) outstanding on the issue date; and (19) Liens on specific items of inventory or other goods and the proceeds thereof securing such Persons obligations in respect of documentary letters of credit or bankers acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods.
Permitted Investments means: (1) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (2) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moodys; (3) investments in certificates of deposit, bankers acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; (4) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (1) above and entered into with a financial institution satisfying the criteria described in clause (3) above; and (5) money market funds that (a) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (b) are rated AAA by S&P and Aaa by Moodys and (c) have portfolio assets of at least $5,000,000,000.
Person means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Principal Property means any manufacturing, processing or bottling plant, warehouse or distribution center (including the land upon which it is situated), owned and operated by the Company or any of its Subsidiaries, provided that the book value of such property is an amount greater than 1% of Consolidated Total Assets of the Company.
Rating Agencies means (a) each of Fitch, Moodys and S&P; and (b) if any of Fitch, Moodys or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization (within the meaning of Section 3(a)(62) of the Exchange Act) selected by the Company as a replacement Rating Agency for a former Rating Agency.
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Rating Event means the rating on the applicable series of Notes is lowered by each of the Rating Agencies and such Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control or (b) public notice of the occurrence of a Change of Control or the Companys intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee in writing at the Companys request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event). If any Rating Agency that provided a rating of a series of Notes on the day immediately prior to the beginning of such 60-day period (or extension thereof) is not providing a rating of such series of Notes at the end of such 60- day period (or extension thereof) for any reason, such 60-day period (or extension thereof) shall be extended an additional 30 days and, if the Company has not selected a replacement Rating Agency on or before the end of such 30-day period, then such Rating Agency shall be deemed to have lowered its rating of such series of Notes at the end of such 30-day period to be below an Investment Grade Rating.
Regular Record Date means, for the interest payable on any Interest Payment Date in respect of the Notes of any series, each April 1 or October 1 (whether or not such date is a Business Day), as the case may be, immediately preceding such Interest Payment Date.
S&P means S&P Global Ratings.
Treasury Rate means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily)H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (as applicable, the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yieldsone yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Lifeand shall interpolate to the applicable Par
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Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date. If there is no United States Treasury security maturing on the applicable Par Call Date, but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date, and one with a maturity date following the applicable Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Section 1.02 Other Definitions.
Term |
Defined in Section | |
2029 Notes | Recitals | |
2029 Maturity Date | 2.04(b) | |
2032 Notes | Recitals | |
2032 Maturity Date | 2.05(b) | |
2052 Notes | Recitals | |
2052 Maturity Date | 2.06(b) | |
Base Indenture | Recitals | |
Change of Control Offer | 5.01(b) | |
Change of Control Payment | 5.01(a) | |
Change of Control Payment Date | 5.01(b)(ii) | |
Indenture | Recitals |
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Section 1.03 Incorporation by Reference of Trust Indenture Act.
The Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of the Indenture. The following Trust Indenture Act terms have the following meanings:
indenture securities means the Notes.
indenture security holder means a Holder.
indenture to be qualified means this Twelfth Supplemental Indenture.
indenture trustee or institutional trustee means the Trustee.
obligor on the indenture securities means the Company and the Guarantors and any other obligor on the indenture securities.
All other Trust Indenture Act terms used in this Twelfth Supplemental Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.
ARTICLE II
APPLICATION OF SUPPLEMENTAL INDENTURE AND CREATION, FORMS, TERMS AND CONDITIONS OF NOTES
Section 2.01 Application of this Twelfth Supplemental Indenture.
Notwithstanding any other provision of this Twelfth Supplemental Indenture, the provisions of this Twelfth Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the holders of the Notes. The Notes constitute three separate series of Securities as provided in Section 2.1 of the Base Indenture.
Section 2.02 Creation of the Notes. In accordance with Section 2.1 of the Base Indenture, the Company hereby creates each of the 2029 Notes, the 2032 Notes and the 2052 Notes as a separate series of its Securities issued pursuant to the Indenture. The 2029 Notes shall be issued initially in an aggregate principal amount of $1,000,000,000. The 2032 Notes shall be issued initially in an aggregate principal amount of $850,000,000. The 2052 Notes shall be issued initially in an aggregate principal amount of $1,150,000,000.
Section 2.03 Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Company and authenticated by the Trustee, which shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as the nominee of DTC. The 2029 Notes shall be substantially in the form of Exhibit A attached hereto, the 2032 Notes shall be substantially in the form of Exhibit B attached hereto and the 2052 Notes shall be substantially in the form of Exhibit C attached hereto. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and transfers thereof will be effective only through, records maintained by DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners).
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Section 2.04 Terms and Conditions of the 2029 Notes.
The 2029 Notes shall be governed by all the terms and conditions of the Base Indenture, as supplemented by this Twelfth Supplemental Indenture. In particular, the following provisions shall be terms of the 2029 Notes:
(a) Title and Conditions of the 2029 Notes. The title of the 2029 Notes shall be as specified in the recitals; and the aggregate principal amount of the 2029 Notes shall be as specified in Section 2.02 of this Article II, except for 2029 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 2.8, 2.9, 2.13, 2.16, 5.7 or 9.5 of the Base Indenture.
(b) Stated Maturity. The 2029 Notes shall mature, and the principal of the 2029 Notes shall be due and payable in U.S. Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on April 15, 2029 (the 2029 Maturity Date).
(c) Payment of Principal and Interest. The 2029 Notes shall bear interest at the rate of 3.950% per annum, from and including April 22, 2022, or from the most recent Interest Payment Date on which interest has been paid or provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest on the 2029 Notes shall be payable semi-annually in arrears in U.S. Dollars on each Interest Payment Date. Payments of interest shall be made to the Person in whose name a 2029 Note (or predecessor 2029 Note) is registered (which shall initially be the Depositary) at the close of business on the relevant Regular Record Date.
(d) Registration and Form. The 2029 Notes shall be issuable as registered securities as provided in Section 2.03 of this Article II. The form of the 2029 Notes shall be as set forth in Exhibit A attached hereto. The 2029 Notes shall be issued and may be transferred only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal, redemption price and accrued and unpaid interest in respect of the 2029 Notes shall be made by the Company by wire transfer of immediately available funds in U.S. Dollars to the Depositary or its nominee, as the case may be, as the registered owner of the Global Notes representing such 2029 Notes.
(e) Legal Defeasance and Covenant Defeasance. The provisions for legal defeasance in Section 8.2 of the Base Indenture, and the provisions for covenant defeasance in Section 8.3 of the Base Indenture, shall be applicable to the 2029 Notes.
(f) Further Issuance. Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Company may, from time to time, without the consent of or notice to the Holders, create and issue further securities having the same ranking and interest rate, maturity and other terms as the 2029 Notes, except for the issue date, and, in some cases the public offering price and the first interest payment date. Additional 2029 Notes issued in this manner shall be consolidated and shall form a single series with the previously outstanding 2029 Notes.
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(g) Redemption. The 2029 Notes are subject to redemption by the Company in whole or in part in the manner described herein.
(h) Guarantees. The payment of the principal and any accrued and unpaid interest on the 2029 Notes, whether at the 2029 Maturity Date, by acceleration, by redemption or otherwise, is fully and unconditionally guaranteed, jointly and severally, by the Guarantors as provided in Article X of the Base Indenture.
(i) Priority. The 2029 Notes and the Securities Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively, and are equal in right of payment with all unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.
(j) Sinking Fund. The 2029 Notes are not entitled to any sinking fund.
(k) Other Terms and Conditions. The 2029 Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit A hereto.
Section 2.05 Terms and Conditions of the 2032 Notes.
The 2032 Notes shall be governed by all the terms and conditions of the Base Indenture, as supplemented by this Twelfth Supplemental Indenture. In particular, the following provisions shall be terms of the 2032 Notes:
(a) Title and Conditions of the 2032 Notes. The title of the 2032 Notes shall be as specified in the recitals; and the aggregate principal amount of the 2032 Notes shall be as specified in Section 2.02 of this Article II, except for 2032 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 2.8, 2.9, 2.13, 2.16, 5.7 or 9.5 of the Base Indenture.
(b) Stated Maturity. The 2032 Notes shall mature, and the principal of the 2032 Notes shall be due and payable in U.S. Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on April 15, 2032 (the 2032 Maturity Date).
(c) Payment of Principal and Interest. The 2032 Notes shall bear interest at the rate of 4.050% per annum, from and including April 22, 2022, or from the most recent Interest Payment Date on which interest has been paid or provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest on the 2032 Notes shall be payable semi-annually in arrears in U.S. Dollars on each Interest Payment Date. Payments of interest shall be made to the Person in whose name a 2032 Note (or predecessor 2032 Note) is registered (which shall initially be the Depositary) at the close of business on the relevant Regular Record Date.
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(d) Registration and Form. The 2032 Notes shall be issuable as registered securities as provided in Section 2.03 of this Article II. The form of the 2032 Notes shall be as set forth in Exhibit B attached hereto. The 2032 Notes shall be issued and may be transferred only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal, redemption price and accrued and unpaid interest in respect of the 2032 Notes shall be made by the Company by wire transfer of immediately available funds in U.S. Dollars to the Depositary or its nominee, as the case may be, as the registered owner of the Global Notes representing such 2032 Notes.
(e) Legal Defeasance and Covenant Defeasance. The provisions for legal defeasance in Section 8.2 of the Base Indenture, and the provisions for covenant defeasance in Section 8.3 of the Base Indenture, shall be applicable to the 2032 Notes.
(f) Further Issuance. Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Company may, from time to time, without the consent of or notice to the Holders, create and issue further securities having the same ranking and interest rate, maturity and other terms as the 2032 Notes, except for the issue date, and, in some cases the public offering price and the first interest payment date. Additional 2032 Notes issued in this manner shall be consolidated and shall form a single series with the previously outstanding 2032 Notes.
(g) Redemption. The 2032 Notes are subject to redemption by the Company in whole or in part in the manner described herein.
(h) Guarantees. The payment of the principal and any accrued and unpaid interest on the 2032 Notes, whether at the 2032 Maturity Date, by acceleration, by redemption or otherwise, is fully and unconditionally guaranteed, jointly and severally, by the Guarantors as provided in Article X of the Base Indenture.
(i) Priority. The 2032 Notes and the Securities Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively, and are equal in right of payment with all unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.
(j) Sinking Fund. The 2032 Notes are not entitled to any sinking fund.
(k) Other Terms and Conditions. The 2032 Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit B hereto.
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Section 2.06 Terms and Conditions of the 2052 Notes.
The 2052 Notes shall be governed by all the terms and conditions of the Base Indenture, as supplemented by this Twelfth Supplemental Indenture. In particular, the following provisions shall be terms of the 2052 Notes:
(a) Title and Conditions of the 2052 Notes. The title of the 2052 Notes shall be as specified in the recitals; and the aggregate principal amount of the 2052 Notes shall be as specified in Section 2.02 of this Article II, except for 2052 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 2.8, 2.9, 2.13, 2.16, 5.7 or 9.5 of the Base Indenture.
(b) Stated Maturity. The 2052 Notes shall mature, and the principal of the 2052 Notes shall be due and payable in U.S. Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on April 15, 2052 (the 2052 Maturity Date).
(c) Payment of Principal and Interest. The 2052 Notes shall bear interest at the rate of 4.500% per annum, from and including April 22, 2022, or from the most recent Interest Payment Date on which interest has been paid or provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest on the 2052 Notes shall be payable semi-annually in arrears in U.S. Dollars on each Interest Payment Date. Payments of interest shall be made to the Person in whose name a 2052 Note (or predecessor 2052 Note) is registered (which shall initially be the Depositary) at the close of business on the relevant Regular Record Date.
(d) Registration and Form. The 2052 Notes shall be issuable as registered securities as provided in Section 2.03 of this Article II. The form of the 2052 Notes shall be as set forth in Exhibit C attached hereto. The 2052 Notes shall be issued and may be transferred only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal, redemption price and accrued and unpaid interest in respect of the 2052 Notes shall be made by the Company by wire transfer of immediately available funds in U.S. Dollars to the Depositary or its nominee, as the case may be, as the registered owner of the Global Notes representing such 2052 Notes.
(e) Legal Defeasance and Covenant Defeasance. The provisions for legal defeasance in Section 8.2 of the Base Indenture, and the provisions for covenant defeasance in Section 8.3 of the Base Indenture, shall be applicable to the 2052 Notes.
(f) Further Issuance. Notwithstanding anything to the contrary contained herein or in the Base Indenture, the Company may, from time to time, without the consent of or notice to the Holders, create and issue further securities having the same ranking and interest rate, maturity and other terms as the 2052 Notes, except for the issue date, and, in some cases the public offering price and the first interest payment date. Additional 2052 Notes issued in this manner shall be consolidated and shall form a single series with the previously outstanding 2052 Notes.
(g) Redemption. The 2052 Notes are subject to redemption by the Company in whole or in part in the manner described herein.
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(h) Guarantees. The payment of the principal and any accrued and unpaid interest on the 2052 Notes, whether at the 2052 Maturity Date, by acceleration, by redemption or otherwise, is fully and unconditionally guaranteed, jointly and severally, by the Guarantors as provided in Article X of the Base Indenture.
(i) Priority. The 2052 Notes and the Securities Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively, and are equal in right of payment with all unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.
(j) Sinking Fund. The 2052 Notes are not entitled to any sinking fund.
(k) Other Terms and Conditions. The 2052 Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit C hereto.
ARTICLE III
OPTIONAL REDEMPTION
Section 3.01 Optional Redemption. Prior to the applicable Par Call Date for such series, the Company may redeem any series of the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points in the case of the 2029 Notes, plus 25 basis points in the case of the 2032 Notes and plus 30 basis points in the case of the 2052 Notes less (b) interest accrued to the date of redemption; and
(ii) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the applicable Par Call Date for a series of Notes, the Company may redeem such series of Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such series of Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Companys actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Section 3.02 Notices to Trustee.
If the Company elects to redeem the Notes of any series pursuant to this Article III, it shall notify the Trustee in writing of the redemption date and the principal amount of Notes to be redeemed.
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The Company shall give each notice to the Trustee provided for in this Section 3.02 upon not later than the earlier of 45 days before the redemption date or the date on which notice is given to the Holders (unless the Trustee consents to a shorter period). Such notice shall be accompanied by an Officers Certificate to the effect that such redemption will comply with the conditions herein and in the Base Indenture.
Section 3.03 Selection of Notes to Be Redeemed.
If fewer than all the Notes of a series are to be redeemed, the Company shall deliver to the Trustee, at least three Business Days before the notice of redemption is to be sent to Holders (unless the Trustee agrees to a shorter period of time), an Officers Certificate requesting the Trustee select the Notes of such series to be redeemed. The Trustee shall, subject to applicable law, select the Notes of such series to be redeemed pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.
The Trustee shall make the selection of Notes to be redeemed from outstanding Notes of such series not previously called for redemption. Provisions of this Twelfth Supplemental Indenture that apply to the Notes called for redemption also apply to portions of the Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of the Notes to be redeemed.
Section 3.04 Notice of Redemption.
At least 10 days but not more than 30 days before the applicable redemption date of any series of Notes, the Company shall send a notice of redemption by first-class mail or by electronic transmission to each Holder of such series of Notes to be redeemed at such Holders registered address; provided, that redemption notices may be delivered more than 30 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture.
The notice shall identify the Notes to be redeemed (including the series, issue date, interest rate and maturity date) and shall state:
(a) the redemption date;
(b) the redemption price and the amount of accrued interest to the redemption date;
(c) the name and address of the Paying Agent;
(d) that the Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
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(e) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed;
(f) if the Notes are to be redeemed in part, upon surrender of such Notes, the Holder will receive, without charge, a new Note for the principal amount remaining unredeemed;
(g) that, unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption;
(h) any conditions applicable to a redemption;
(i) the CUSIP number, if any, printed on the Notes being redeemed; and
(j) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.
At the Companys request, the Trustee shall give the notice of redemption in the Companys name and at the Companys expense; provided, however, that the Company shall have delivered to the Trustee, at least three Business Days before the notice of redemption is to be sent to Holders (unless the Trustee agrees to a shorter period), an Officers Certificate requesting that the Trustee give such notice and setting forth the information required by this Section 3.04.
Section 3.05 Effect of Notice of Redemption.
Once notice of redemption is sent, subject to the satisfaction or waiver of any conditions stated therein, in the Companys sole and absolute discretion, the Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest, if any, to the redemption date; provided, however, that installments of interest on the Notes that are due and payable on the relevant Interest Payment Date falling on or prior to a redemption date will be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.
Section 3.06 Deposit of Redemption Price.
Prior to 11:00 a.m., New York City time, on the applicable redemption date, the Company shall deposit with the Paying Agent (or, if the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of, and accrued interest on, all Notes to be redeemed on that date.
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Section 3.07 Notes Redeemed in Part.
Upon surrender of a Note that is redeemed in part, the Company and the Guarantors shall execute, and the Trustee shall authenticate for the Holder (at the Companys expense), a new Note of such series equal in principal amount to the unredeemed portion of the Notes surrendered.
ARTICLE IV
CHANGE OF CONTROL
Section 4.01 Change of Control.
(a) Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, unless such Notes have been called for redemption pursuant to Section 3.01 hereof, with such notice of redemption delivered on or before 30 days after such Change of Control Triggering Event, each Holder of such Notes shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holders Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of purchase (the Change of Control Payment).
(b) Within 30 days following any Change of Control Triggering Event or, at the Companys option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Company shall send, or cause to be sent, a notice (a Change of Control Offer) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and specifying:
(i) that the Change of Control Offer is being made pursuant to this Section 4.01 and that all Notes tendered will be accepted for payment;
(ii) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent (the Change of Control Payment Date);
(iii) the CUSIP numbers for the Notes;
(iv) that any Note not tendered will continue to accrue interest;
(v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
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(vii) that Holders will be entitled to withdraw their election referred to in clause (vi) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;
(viii) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and
(ix) if the notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.
(c) The Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.01 by virtue of such conflict.
(d) On the Change of Control Payment Date, the Company will, to the extent lawful:
(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
(e) The Paying Agent will promptly send to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and send (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be equal to a minimum of $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.
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(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.01 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding the provisions of this Section 4.01, if an Event of Default exists under the Indenture (which is unrelated to the repurchase provisions of this Section 4.01), including Events of Default arising with respect to other series of Securities, the Company shall not be required to repurchase the Notes.
ARTICLE V
COVENANTS
The covenants set forth in this Article V shall be applicable to the Company in addition to the covenants in Article III of the Base Indenture, which shall in all respects be applicable in respect of the Notes.
Section 5.01 Limitation on Secured Indebtedness.
The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:
(a) Permitted Encumbrances;
(b) Liens on any asset or property at the date of the Twelfth Supplemental Indenture, provided that,
(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which they secure on the date of the Twelfth Supplemental Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
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(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,
(i) such Liens were in existence prior to such corporation or other Person becoming an obligor under the Indenture, or becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and
(ii) such Liens shall secure only those obligations which they secure on the date that such corporation or other Person becomes an obligor under the Notes, Subsidiary of the Company or the date of such merger or consolidation, and
(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
(d) Liens securing Indebtedness of
(i) a Subsidiary of the Company to the Company or a Guarantor,
(ii) the Company to a Guarantor, or
(iii) the Company or a Guarantor to the Company or another Guarantor;
(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or asset is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;
(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;
(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary of the Company, as applicable; or
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(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that
(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset), and
(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.
Section 5.02 Limitation on Sale and Leaseback Transactions.
The Company shall not directly or indirectly, and shall not permit any Subsidiary directly or indirectly to, engage in the sale or transfer of any Principal Property to a Person and the taking back by the Company or any of its Subsidiaries, as the case may be, of a lease of such Principal Property, whether now owned or hereafter acquired, unless:
(a) such transaction was entered into prior to date of the Twelfth Supplemental Indenture;
(b) such transaction was for the sale and leasing back to the Company by any one of its Subsidiaries;
(c) such transaction involves a lease for not more than three years;
(d) such transaction occurs within six months from the date of acquisition of the subject Principal Property or the date of the completion of construction or commencement of full operations of such Principal Property, whichever is later;
(e) the Company or such Subsidiary under Sections 5.01(a) through (h) of this Twelfth Supplemental Indenture may incur Attributable Debt secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Notes; or
(f) the Company or a Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other property or assets used or useful in its business or to the retirement of Funded Debt within 270 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of Funded Debt, the Company or a Subsidiary may deliver any of the Notes in equal principal amount to the Trustee for cancellation, such Notes to be credited to the amount of net proceeds from the sale of such property or assets at the cost of acquisition of such Notes to the Company or such Subsidiary.
Section 5.03 Exceptions.
(a) Notwithstanding the restrictions set forth in Section 5.01 of this Twelfth Supplemental Indenture, the Company and its Subsidiaries will be permitted to incur, issue, assume or guarantee Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property which would otherwise be subject to the restrictions set forth in Section 5.01 of this Twelfth Supplemental Indenture without equally and ratably securing the Notes and
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the Securities Guarantees, if as of the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto, the aggregate principal amount of all Indebtedness secured by Liens on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property (not including Indebtedness secured by Liens permitted under clauses (a) through (h) of Section 5.01), together (without duplication) with the aggregate amount of Attributable Debt outstanding in respect of sale and leaseback transactions entered into pursuant Section 5.03(b), does not at the time exceed 15% of Consolidated Total Assets of the Company calculated as of the time of such incurrence, issuance, assumption or guarantee of secured Indebtedness.
(b) Notwithstanding the restrictions set forth in Section 5.02 of this Twelfth Supplemental Indenture, the Company and its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be prohibited by Section 5.02, if as of the time of entering into such sale and leaseback transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to sale and leaseback transactions (not including Attributable Debt with respect to sale and leaseback transactions permitted under clauses (a) through (f) of Section 5.02), together (without duplication) with the aggregate principal amount of all Indebtedness secured by Liens on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property outstanding pursuant to Section 5.03(a), does not at the time exceed 15% of Consolidated Total Assets of the Company calculated as of the time of entry into such sale and leaseback transaction.
Section 5.04 Reports.
(a) The Company will provide the Trustee with copies of its annual report and the information, documents and other reports which the Company files with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, within 15 days after the Company files such annual report, documents and other reports with the SEC. In addition, the Company will comply with the other provisions of Section 314(a) of the Trust Indenture Act;
(b) The requirement for the Company to provide such reports, documents and information pursuant to this Section 5.04 may be satisfied by filing of such reports, documents and information via the SECs EDGAR system (or any successor electronic filing system) or posting such reports, documents and information on its website, in each case within the time periods specified herein; and
(c) Delivery of such reports, information and documents pursuant to this Section 5.04 to the Trustee is for informational purposes only and the Trustees receipt thereof will not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Companys or any other persons compliance with any of the covenants under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Companys or any other persons compliance with any of the covenants described herein and in the Base Indenture or to determine whether such reports, information or documents have been filed via the SECs EDGAR system (or any successor electronic filing system) or posted on any website or other online data system or to participate in any conference calls.
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ARTICLE VI
AGREEMENT TO BE BOUND; SECURITIES GUARANTEE
Section 6.01 Agreements to be Bound. Each Guarantor hereby becomes a party to the Indenture as a Guarantor 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 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 6.02 Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally with each other Guarantor, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the full and punctual payment when due, whether at 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 X of the Base Indenture. The terms of each Securities Guarantee are more fully set forth in Article X of the Base Indenture and each Guarantor agrees to be bound by such terms.
Section 6.03 Future Guarantors. The Company shall cause any Subsidiary of the Company that guarantees, directly or indirectly, any Indebtedness of the Company (including any Indebtedness under the Credit Agreement) 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. Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Indenture until such Securities Guarantee is released in accordance with the provisions of the Indenture.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Ratification of Indenture.
This Twelfth Supplemental Indenture is executed and shall be construed as an indenture supplement to the Base Indenture, and as supplemented and modified hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and this Twelfth Supplemental Indenture shall be read, taken and construed as one and the same instrument.
Section 7.02 Trust Indenture Act Controls.
If any provision of this Twelfth Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Twelfth Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.
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Section 7.03 Notices.
All notices and other communications shall be given as provided in the Base Indenture; provided that notices to a Guarantor shall be given to such Guarantor in care of the Company; provided further that any notice or communication mailed to the Company or the Trustee shall be addressed as follows:
if to the Company:
Keurig Dr Pepper Inc.
53 South Avenue
Burlington, Massachusetts 01803
Attention: Chief Legal Officer and General Counsel
if to the Trustee:
Computershare Trust Company, N.A.
CTSO Mail Operations
MAC: N9300-070
600 South 4th Street, 7th Floor
Minneapolis, MN 55415
Section 7.04 Governing Law; Waiver of Jury Trial.
THIS TWELFTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE SECURITIES GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.
Section 7.05 Successors.
All agreements of the Company and the Guarantors in this Twelfth Supplemental Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Twelfth Supplemental Indenture shall bind its successors.
Section 7.06 Multiple Originals.
The parties may sign any number of copies of this Twelfth 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 Twelfth Supplemental Indenture.
Section 7.07 Headings.
The headings of the Articles and Sections of this Twelfth Supplemental Indenture have been inserted 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.
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Section 7.08 Trustee Not Responsible for Recitals.
The recitals contained herein shall be taken as statements of the Company and the Guarantors, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Twelfth Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Twelfth Supplemental Indenture and perform its obligations hereunder.
Section 7.09 Force Majeure.
In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) any act or provision of present or future law or regulation or governmental authority, (ii) labor disputes, strikes or work stoppages, (iii) accidents, (iv) acts of war or terrorism, (v) civil or military disturbances or unrest, (vi) nuclear or natural catastrophes or acts of God, (vii) epidemics or pandemics, (viii) disease, (ix) national emergency, (x) interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, (xi) communications system failure, (xii) malware or ransomware, (xiii) the unavailability of the Federal Reserve Bank wire, telex or other communication or wire facility or (xiv) unavailability of any securities clearing system; it being understood that the Trustee shall undertake commercially reasonable efforts to resume performance as soon as practicable under the circumstances.
Section 7.10 Damages.
In no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
Section 7.11 U.S.A. PATRIOT Act.
The parties acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.
Section 7.12 Electronic Signatures.
This Twelfth Supplemental Indenture and any certificate, agreement or other document to be signed in connection with this Twelfth Supplemental Indenture and the transactions contemplated hereby shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature, (ii) a faxed, scanned, or photocopied manual signature, or (iii) in the case of this Twelfth Supplemental Indenture and any certificate, agreement or other document to be signed in connection with this Twelfth Supplemental Indenture and the transactions contemplated hereby,
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other than any Notes, any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, Signature Law). Each electronic signature (except in the case of any Notes) or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature (except in the case of any Notes), of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Twelfth Supplemental Indenture to be duly executed as of the date first written above.
COMPANY: | ||
KEURIG DR PEPPER INC. | ||
By: | /s/ Ozan Dokmecioglu | |
Name: Ozan Dokmecioglu | ||
Title: Chief Financial Officer |
[Signature Page to the Twelfth Supplemental Indenture]
GUARANTORS: | ||
234DP AVIATION, LLC A & W CONCENTRATE COMPANY BEVERAGES DELAWARE INC. DP BEVERAGES INC. DPS AMERICAS BEVERAGES, LLC DPS BEVERAGES, INC. DPS HOLDINGS INC. DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY DR PEPPER/SEVEN UP MANUFACTURING COMPANY DR PEPPER/SEVEN UP, INC. MOTTS DELAWARE LLC NANTUCKET ALLSERVE LLC SNAPPLE BEVERAGE CORP. THE AMERICAN BOTTLING COMPANY | ||
By: | /s/ Ozan Dokmecioglu | |
Name: Ozan Dokmecioglu | ||
Title: Chief Financial Officer |
MOTTS LLP BAI BRANDS LLC By its Sole Member, MOTTS LLP | ||
By: | /s/ Dan Morrell | |
Name: Dan Morrell | ||
Title: Vice President & Treasurer |
SPLASH TRANSPORT, INC. | ||
By: | /s/ Dan Morrell | |
Name: Dan Morrell | ||
Title: Vice President & Treasurer |
[Signature Page to the Twelfth Supplemental Indenture]
TRUSTEE: | ||
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Sara Corcoran | |
Name: Sara Corcoran | ||
Title: Officer |
[Signature Page to the Twelfth Supplemental Indenture]
SCHEDULE I
LIST OF GUARANTORS
234DP Aviation, LLC |
A & W Concentrate Company |
Bai Brands LLC |
Beverages Delaware Inc. |
DP Beverages Inc. |
DPS Americas Beverages, LLC |
DPS Beverages, Inc. |
DPS Holdings Inc. |
Dr Pepper/Seven-Up Beverage Sales Company |
Dr Pepper/Seven Up Manufacturing Company |
Dr Pepper/Seven Up, Inc. |
Motts Delaware LLC |
Motts LLP |
Nantucket Allserve LLC |
Snapple Beverage Corp. |
Splash Transport, Inc. |
The American Bottling Company |
Schedule I - 1
EXHIBIT A
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP NO. 49271VAP5
ISIN NO. US49271VAP58
KEURIG DR PEPPER INC.
3.950% SENIOR NOTES DUE 2029
$__________ No.: R-__
KEURIG DR PEPPER INC., a Delaware corporation (herein called the Company), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ___________ DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on April 15, 2029 and to pay interest thereon at the rate of 3.950% per annum from and including April 22, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on April 15 and October 15 of each year, commencing October 15, 2022 (each an Interest Payment Date), until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such interest, which will be the April 1 and October 1 (whether or not such date is a Business Day), as the case may be (each, a Regular Record Date), immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided
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for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Minneapolis, Minnesota (the Corporate Trust Office)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. Payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer.
Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the Trustee or an authenticating agent under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
A-2
IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or facsimile signature of two of its Officers.
Date: April 22, 2022
KEURIG DR PEPPER INC. | ||
By: | ||
Name: | ||
Title: | ||
By: | ||
Name: | ||
Title: |
Trustees Certificate of Authentication
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated: April 22, 2022
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee | ||
By: | ||
Authorized Officer |
(Reverse of Note)
KEURIG DR PEPPER INC.
3.950% SENIOR NOTES DUE 2029
1. This Note is one of a duly authorized issue of securities of the Company designated as its 3.950% Senior Notes due 2029 (the Notes) limited in aggregate principal amount to $__________ issued and to be issued under an indenture, dated as of December 15, 2009 (the Base Indenture), between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, N.A., as trustee (herein called the Trustee, which term includes any successor Trustee under the Indenture), and the Twelfth Supplemental Indenture, dated as of April 22, 2022 (the Twelfth Supplemental Indenture and, together with the Base Indenture, as so supplemented and as it may be further amended, supplemented or otherwise modified from time to time, is herein referred to as the Indenture), among the Company, the guarantors named therein and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post-default interest), will constitute unsecured and unsubordinated indebtedness of the Company and will rank equally in right of payment with all of the Companys current and future unsecured and unsubordinated indebtedness.
2. The Notes are subject to redemption at any time and from time to time prior to February 15, 2029, in whole or in part, at the Companys option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) |
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on February 15, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption; and | |
(ii) |
100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after February 15, 2029, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Treasury Rate means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day
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in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily)H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to February 15, 2029 (as applicable, the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yieldsone yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Lifeand shall interpolate to February 15, 2029 on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, February 15, 2029. If there is no United States Treasury security maturing on February 15, 2029, but there are two or more United States Treasury securities with a maturity date equally distant from February 15, 2029, one with a maturity date preceding February 15, 2029, and one with a maturity date following February 15, 2029, the Company shall select the United States Treasury security with a maturity date preceding February 15, 2029. If there are two or more United States Treasury securities maturing on February 15, 2029 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Companys actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositarys procedures) at least 10 days but not more than 30 days before the redemption date to each Holder of Notes to be redeemed. Any notice to Holders of Notes of a redemption pursuant to this paragraph 2 hereof will include, among other things set forth in the Indenture, the redemption date, the redemption price, the amount of accrued interest to the redemption date, and conditions applicable to redemption and the name and address of the Paying Agent.
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In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
3. Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for redemption pursuant to paragraph 2 of this Note, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holders Notes at an offer price in cash equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event, as such terms are defined in the Indenture. The Change of Control Offer will be made in accordance with the terms specified in the Indenture.
4. The payment of the principal of and interest on the Notes will be unconditionally guaranteed by the Guarantors, if any, on the terms set forth in the Indenture.
5. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
6. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
7. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
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8. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and duly executed by the Holder hereof or such Holders attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
9. The Notes are issuable only in fully registered form, without coupons, in minimum denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes in authorized denominations, as requested by the Holder surrendering the same.
10. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
11. Prior to the due presentment of this Note for registration of transfer or exchange, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.
12. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. Interest shall be payable to and excluding any Interest Payment Date.
13. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
14. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture, the Securities Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver and release may not be effective to waive or release liabilities under the federal securities laws.
15. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
16. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUT (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
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17. Each Holder of this Note covenants and agrees by such Holders acceptance thereof to comply with and be bound by the foregoing provisions.
18. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
19. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: __________________________
Signature: ____________________________
NOTICE: | THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature Guarantee:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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Schedule I
SCHEDULE OF TRANSFERS AND EXCHANGES
The following increases or decreases in Principal Amount of this Global Security have been made:
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EXHIBIT B
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP NO. 49271VAQ3
ISIN NO. US49271VAQ32
KEURIG DR PEPPER INC.
4.050% SENIOR NOTES DUE 2032
$__________ No.: R-__
KEURIG DR PEPPER INC., a Delaware corporation (herein called the Company), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ___________ DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on April 15, 2032 and to pay interest thereon at the rate of 4.050% per annum from and including April 22, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on April 15 and October 15 of each year, commencing October 15, 2022 (each an Interest Payment Date), until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such interest, which will be the April 1 and October 1 (whether or not such date is a Business Day), as the case may be (each, a Regular Record Date), immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may
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be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Minneapolis, Minnesota (the Corporate Trust Office)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. Payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer.
Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the Trustee or an authenticating agent under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or facsimile signature of two of its Officers.
Date: April 22, 2022
KEURIG DR PEPPER INC. | ||
By: | ||
Name: | ||
Title: | ||
By: | ||
Name: | ||
Title: |
Trustees Certificate of Authentication
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated: April 22, 2022
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee | ||
By: | ||
Authorized Officer |
(Reverse of Note)
KEURIG DR PEPPER INC.
4.050% SENIOR NOTES DUE 2032
1. This Note is one of a duly authorized issue of securities of the Company designated as its 4.050% Senior Notes due 2032 (the Notes) limited in aggregate principal amount to $__________ issued and to be issued under an indenture, dated as of December 15, 2009 (the Base Indenture), between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, N.A., as trustee (herein called the Trustee, which term includes any successor Trustee under the Indenture), and the Twelfth Supplemental Indenture, dated as of April 22, 2022 (the Twelfth Supplemental Indenture and, together with the Base Indenture, as so supplemented and as it may be further amended, supplemented or otherwise modified from time to time, is herein referred to as the Indenture), among the Company, the guarantors named therein and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post-default interest), will constitute unsecured and unsubordinated indebtedness of the Company and will rank equally in right of payment with all of the Companys current and future unsecured and unsubordinated indebtedness.
2. The Notes are subject to redemption at any time and from time to time prior to January 15, 2032, in whole or in part, at the Companys option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on January 15, 2032) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to the date of redemption; and |
(ii) | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after January 15, 2032, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Treasury Rate means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day
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in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily)H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to January 15, 2032 (as applicable, the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yieldsone yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Lifeand shall interpolate to January 15, 2032 on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, January 15, 2032. If there is no United States Treasury security maturing on January 15, 2032, but there are two or more United States Treasury securities with a maturity date equally distant from January 15, 2032, one with a maturity date preceding January 15, 2032, and one with a maturity date following January 15, 2032, the Company shall select the United States Treasury security with a maturity date preceding January 15, 2032. If there are two or more United States Treasury securities maturing on January 15, 2032 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Companys actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositarys procedures) at least 10 days but not more than 30 days before the redemption date to each Holder of Notes to be redeemed. Any notice to Holders of Notes of a redemption pursuant to this paragraph 2 hereof will include, among other things set forth in the Indenture, the redemption date, the redemption price, the amount of accrued interest to the redemption date, and conditions applicable to redemption and the name and address of the Paying Agent.
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In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
3. Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for redemption pursuant to paragraph 2 of this Note, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holders Notes at an offer price in cash equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event, as such terms are defined in the Indenture. The Change of Control Offer will be made in accordance with the terms specified in the Indenture.
4. The payment of the principal of and interest on the Notes will be unconditionally guaranteed by the Guarantors, if any, on the terms set forth in the Indenture.
5. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
6. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
7. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
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8. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and duly executed by the Holder hereof or such Holders attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
9. The Notes are issuable only in fully registered form, without coupons, in minimum denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes in authorized denominations, as requested by the Holder surrendering the same.
10. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
11. Prior to the due presentment of this Note for registration of transfer or exchange, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.
12. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. Interest shall be payable to and excluding any Interest Payment Date.
13. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
14. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture, the Securities Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver and release may not be effective to waive or release liabilities under the federal securities laws.
15. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
16. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUT (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
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17. Each Holder of this Note covenants and agrees by such Holders acceptance thereof to comply with and be bound by the foregoing provisions.
18. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
19. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
___________________________________
___________________________________
___________________________________
the within Security and all rights thereunder, hereby irrevocably constituting and appointing ___________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: __________________________
Signature: ____________________________
NOTICE: | THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature Guarantee:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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Schedule I
SCHEDULE OF TRANSFERS AND EXCHANGES
The following increases or decreases in Principal Amount of this Global Security have been made:
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EXHIBIT C
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP NO. 49271VAR1 ISIN NO. US49271VAR15
KEURIG DR PEPPER INC.
4.500% SENIOR NOTES DUE 2052
$__________ No.: R-__
KEURIG DR PEPPER INC., a Delaware corporation (herein called the Company), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ___________ DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on April 15, 2052 and to pay interest thereon at the rate of 4.500% per annum from and including April 22, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on April 15 and October 15 of each year, commencing October 15, 2022 (each an Interest Payment Date), until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such interest, which will be the April 1 and October 1 (whether or not such date is a Business Day), as the case may be (each, a Regular Record Date), immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at
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the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Minneapolis, Minnesota (the Corporate Trust Office)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. Payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer.
Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the Trustee or an authenticating agent under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or facsimile signature of two of its Officers.
Date: April 22, 2022
KEURIG DR PEPPER INC. | ||
By: | ||
Name: Title: | ||
By: | ||
Name: Title: |
Trustees Certificate of Authentication
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Dated: April 22, 2022
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee | ||
By: | ||
Authorized Officer |
(Reverse of Note)
KEURIG DR PEPPER INC.
4.500% SENIOR NOTES DUE 2052
1. This Note is one of a duly authorized issue of securities of the Company designated as its 4.500% Senior Notes due 2052 (the Notes) limited in aggregate principal amount to $__________ issued and to be issued under an indenture, dated as of December 15, 2009 (the Base Indenture), between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, N.A., as trustee (herein called the Trustee, which term includes any successor Trustee under the Indenture), and the Twelfth Supplemental Indenture, dated as of April 22, 2022 (the Twelfth Supplemental Indenture and, together with the Base Indenture, as so supplemented and as it may be further amended, supplemented or otherwise modified from time to time, is herein referred to as the Indenture), among the Company, the guarantors named therein and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post-default interest), will constitute unsecured and unsubordinated indebtedness of the Company and will rank equally in right of payment with all of the Companys current and future unsecured and unsubordinated indebtedness.
2. The Notes are subject to redemption at any time and from time to time prior to October 15, 2051, in whole or in part, at the Companys option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on October 15, 2051) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption; and |
(ii) | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after October 15, 2051, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Treasury Rate means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day
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in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily)H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to October 15, 2051 (as applicable, the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yieldsone yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Lifeand shall interpolate to October 15, 2051 on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, October 15, 2051. If there is no United States Treasury security maturing on October 15, 2051, but there are two or more United States Treasury securities with a maturity date equally distant from October 15, 2051, one with a maturity date preceding October 15, 2051, and one with a maturity date following October 15, 2051, the Company shall select the United States Treasury security with a maturity date preceding October 15, 2051. If there are two or more United States Treasury securities maturing on October 15, 2051 or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Companys actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositarys procedures) at least 10 days but not more than 30 days before the redemption date to each Holder of Notes to be redeemed. Any notice to Holders of Notes of a redemption pursuant to this paragraph 2 hereof will include, among other things set forth in the Indenture, the redemption date, the redemption price, the amount of accrued interest to the redemption date, and conditions applicable to redemption and the name and address of the Paying Agent.
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In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
3. Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for redemption pursuant to paragraph 2 of this Note, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holders Notes at an offer price in cash equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event, as such terms are defined in the Indenture. The Change of Control Offer will be made in accordance with the terms specified in the Indenture.
4. The payment of the principal of and interest on the Notes will be unconditionally guaranteed by the Guarantors, if any, on the terms set forth in the Indenture.
5. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
6. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
7. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.
C-7
8. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and duly executed by the Holder hereof or such Holders attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
9. The Notes are issuable only in fully registered form, without coupons, in minimum denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes in authorized denominations, as requested by the Holder surrendering the same.
10. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
11. Prior to the due presentment of this Note for registration of transfer or exchange, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.
12. Interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months. Interest shall be payable to and excluding any Interest Payment Date.
13. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
14. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture, the Securities Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver and release may not be effective to waive or release liabilities under the federal securities laws.
15. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
16. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUT (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
C-8
17. Each Holder of this Note covenants and agrees by such Holders acceptance thereof to comply with and be bound by the foregoing provisions.
18. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
19. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
C-9
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated: __________________________
Signature: ____________________________
NOTICE: | THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. |
Signature Guarantee:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
C-10
Schedule I
SCHEDULE OF TRANSFERS AND EXCHANGES
The following increases or decreases in Principal Amount of this Global Security have been made:
Date of Exchange |
Amount of Decrease in Principal Amount of this Global Security |
Amount of Increase in Principal Amount of this Global Security |
Principal Amount of this Global Security Decrease or Increase |
Signature of Authorized Signatory of Trustee or Custodian | ||||
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C-11
Exhibit 5.1
April 22, 2022
Keurig Dr Pepper Inc.
53 South Avenue
Burlington, Massachusetts 01803
Re: | Keurig Dr Pepper Inc. |
Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as special New Jersey counsel to Bai Brands LLC, a New Jersey limited liability company (the New Jersey Guarantor), in connection with the issuance and sale by Keurig Dr Pepper Inc. (the Company) of $1,000,000,000 principal amount of its 3.950% Senior Notes due 2029 (the 2029 Notes), $850,000,000 principal amount of its 4.050% Senior Notes due 2032 (the 2032 Notes) and $1,150,000,000 principal amount of its 4.500% Senior Notes due 2052 (the 2052 Notes and, together with the 2029 Notes and the 2032 Notes, the Notes), covered by the Registration Statement on Form S-3 (File No. 333-233477) and Post-Effective Amendment No. 1 (File No. 333-233506) (together, the Registration Statement), including the prospectus, dated August 27, 2019 and the prospectus supplement constituting a part thereof, dated April 7, 2022 (the Prospectus), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (1933 Act). We have represented the New Jersey Guarantor in connection with certain transactions on matters relating to New Jersey limited liability company law, but do not generally represent the New Jersey Guarantor nor act as its regular outside counsel.
The Notes were issued under the Companys Indenture, dated as of December 15, 2009 (the Base Indenture) between the Company (or its corporate predecessor) and Computershare Trust Company, as successor to Wells Fargo Bank, N.A., as trustee (the Trustee), supplemented from time to time thereafter, including by the twelfth supplemental indenture, dated as of April 22, 2022, among the Company, the Subsidiary Guarantors (defined below) and the Trustee (the Twelfth Supplemental Indenture, and together with the Base Indenture, the Indenture). The Notes were sold by the Company pursuant to the Underwriting Agreement, dated as of April 7, 2022, among the Underwriters named therein, the Company and the subsidiary guarantors named therein (the Subsidiary Guarantors), including the New Jersey Guarantor. The Notes provide that they are fully guaranteed (the Guarantees) by each of the Subsidiary Guarantors. For purposes of our opinions set forth herein, we have assumed, with your consent and without investigation, the correctness and accuracy of the opinions, dated this same date, of Skadden, Arps, Slate, Meagher & Flom LLP.
In connection with rendering the opinions contained in this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, agreements, certificates of public officials and other instruments and reviewed such questions of law as we have deemed necessary or appropriate for the purposes of the opinions contained in this letter, including the following documents:
Keurig Dr Pepper Inc.
April 22, 2022
Page 2
(a) | the Registration Statement and Prospectus; |
(b) | the Indenture (including the Guarantees contained therein) and Notes; |
(c) | the certificate of the Secretary of the Company dated as of even date herewith (the Secretarys Certificate); |
(d) | the Certificate of Formation of the New Jersey Guarantor filed in the office of the Department of the Treasury of the State of New Jersey, or its predecessor office (the Filing Office), on the date set forth in the Secretarys Certificate, together with all amendments to the Certificate of Formation, in each case as certified by the Filing Office; |
(e) | the Seventh Amended and Restated Operating Agreement of the New Jersey Guarantor; |
(f) | the written consent of the sole member of the New Jersey Guarantor to the transactions that are the subject of the opinions contained in this letter; and |
(g) | a certificate of good standing respecting the New Jersey Guarantor issued by the New Jersey State Treasurer on the date set forth in the Secretarys Certificate (the Good Standing Certificate). |
We have also examined such entity records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination and subject to each of the qualifications referred to herein, we advise you that, in our opinion:
1. | The New Jersey Guarantor is a limited liability company validly existing and in good standing under the laws of the State of New Jersey. |
2. | The New Jersey Guarantor has the requisite limited liability company power to enter into and perform its obligations under the Indenture and has taken all limited liability company action necessary to authorize its execution, delivery and performance of the Indenture. |
3. | The Indenture pursuant to which the Notes are being issued, has been duly authorized, executed and delivered by the New Jersey Guarantor. |
This opinion letter is based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise recipients regarding, opinions of the kind rendered in this opinion letter. The opinions expressed herein are subject to the assumptions, exceptions, limitations, qualifications and comments set forth herein.
-2-
Keurig Dr Pepper Inc.
April 22, 2022
Page 3
The opinions expressed herein relate only to laws that are specifically referred to in this letter and to which, in our experience, are normally applicable to transactions of the type contemplated by the Indenture and Notes. We have not undertaken any research for purposes of determining whether any parties to any agreement or any of the transactions that may occur in connection with the Indenture and Notes are subject to any law or other governmental requirement that is not generally applicable to transactions of the type provided for in the Indenture and Notes.
We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies (whether or not certified, and including facsimiles), and the authenticity of such latter documents. We have also assumed that the Indenture has been duly authorized, executed and delivered by the parties thereto and that the Indenture is the valid and legally binding obligation of the Trustee. Capitalized terms used but not defined in this letter have the meanings contained in the Prospectus.
In rendering the opinion set forth in Paragraph 1 above as to the good standing of the New Jersey Guarantor, we have relied exclusively on the Good Standing Certificate and our opinion in that Paragraph is given solely as of the date and time of such certificate.
In rendering the opinions set forth in Paragraph 2 above as to the execution of the Indenture, we have relied solely on the Secretarys Certificate and certain other certificates delivered to us by officers of the New Jersey Guarantor.
In rendering the opinion set forth in Paragraph 3 above as to the delivery by the New Jersey Guarantor of the Indenture, we have assumed with your permission that (a) the laws governing such delivery if other than New Jersey law are substantially similar to the laws of the State of New Jersey and (b) electronic transmission of the Indenture has been authorized by the parties to the Indenture for purposes of delivery.
We are members of the Bar of the State of New Jersey and we do not express any opinion herein governing any law other than the law of the State of New Jersey nor with respect to choice of laws. This letter speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this letter.
-3-
We hereby consent to the use of this letter as an exhibit to the Companys Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving the foregoing consent, we do not thereby admit that we belong to the category of persons whose consent is required under Section 7 of the 1933 Act, or the rules and regulations promulgated thereunder.
Very truly yours, |
/s/ Lowenstein Sandler |
LOWENSTEIN SANDLER LLP |
Exhibit 5.2
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
April 22, 2022
Keurig Dr Pepper Inc.
53 South Avenue
Burlington, Massachusetts 01803
RE: Keurig Dr Pepper Inc. Senior Notes Offering
Ladies and Gentlemen:
We have acted as special United States counsel to Keurig Dr Pepper Inc., a Delaware corporation (the Company), in connection with the public offering of $1,000,000,000 aggregate principal amount of 3.950% Senior Notes due 2029 (the 2029 Notes), $850,000,000 aggregate principal amount of 4.050% Senior Notes due 2032 (the 2032 Notes) and $1,150,000,000 aggregate principal amount of 4.500% Senior Notes due 2052 (the 2052 Notes, and together with the 2029 Notes and the 2032 Notes , the Notes) to be issued under the Indenture, dated as of December 15, 2009 (the Base Indenture), between the Company (f/k/a Dr Pepper Snapple Group, Inc.) and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, N.A., as trustee (in such capacity, the Trustee), as supplemented by the twelfth supplemental indenture dated as of April 22, 2022 among the Company, the Guarantors (as defined below) and the Trustee (the Twelfth Supplemental Indenture, and together with the Base Indenture, the Indenture). The Notes will be guaranteed by the parties designated in the table on Schedule I hereto as Opinion Party Guarantors (the Opinion Party Guarantors) and the party listed on Schedule II hereto as Non-Opinion Party Guarantor (the Non-Opinion Party Guarantor, and together with the Opinion Party Guarantors, the Guarantors). The Notes and the Guarantees (as defined below) are collectively referred to herein as the Securities.
Keurig Dr Pepper Inc.
April 22, 2022
Page 2
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the Securities Act).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-233477) of the Company relating to the debt securities and other securities of the Company and guarantees of the Guarantors filed on August 27, 2019 with the Securities and Exchange Commission (the Commission) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the Rules and Regulations) and Post-Effective Amendment No. 1 (File No. 333-233506) thereto filed with the Commission on August 29, 2019, including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement, as so amended, being hereinafter referred to as the Registration Statement);
(b) the prospectus, dated August 27, 2019 (the Base Prospectus), which forms a part of and is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated April 7, 2022 (together with the Base Prospectus, the Preliminary Prospectus), relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated April 7, 2022 (together with the Base Prospectus, the Prospectus), relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) an executed copy of the Underwriting Agreement, dated April 7, 2022 (the Underwriting Agreement), among the Company, the Guarantors and BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several Underwriters named therein (the Underwriters), relating to the sale by the Company and the Guarantors to the Underwriters of the Securities;
(f) the global certificates evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the Note Certificates), delivered by the Company to the Trustee for authentication and delivery;
(g) an executed copy of the Base Indenture, including Article 10 of the Base Indenture and Article 6 of the Twelfth Supplemental Indenture, containing the guaranty obligations of the Guarantors (the Guarantees);
(h) an executed copy of the Twelfth Supplemental Indenture;
(i) an executed copy of a certificate of Ozan Dokmecioglu, Chief Financial Officer of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the Officers Certificate);
Keurig Dr Pepper Inc.
April 22, 2022
Page 3
(j) an executed copy of a certificate of Anthony Shoemaker, Secretary of the Company, dated the date hereof (the Secretarys Certificate);
(k) copies of each Delaware Opinion Partys (as defined below) Certificate of Incorporation or Certificate of Formation, as applicable, certified by the Secretary of State of the State of Delaware as of April 1, 2022, and certified pursuant to the Secretarys Certificate;
(l) a copy of the Texas Opinion Partys (as defined below) Articles of Incorporation, certified by the Texas Secretary of State as of March 31, 2022, and certified pursuant to the Secretarys Certificate;
(m) copies of the bylaws, operating agreement or limited liability company agreement, as applicable, as amended and in effect as of the date hereof, of each Opinion Party (as defined below), certified pursuant to the Secretarys Certificate;
(n) a copy of the Companys Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of May 6, 2008, and certified pursuant to the Secretarys Certificate;
(o) copies of the bylaws, as amended and in effect as of July 14, 2009, of the Company, certified pursuant to the Secretarys Certificate;
(p) copies of certain resolutions or other actions by written consent of the Board of Directors of the Company adopted on December 14, 2009 and April 1, 2022, certified pursuant to the Secretarys Certificate; and
(q) copies of certain resolutions or other actions by written consent of the Board of Directors or Board of Managers, as applicable, of each Opinion Party Guarantor, adopted on April 1, 2022, certified pursuant to the Secretarys Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and of public officials, including those in the Secretarys Certificate and the factual representations and warranties contained in the Underwriting Agreement.
Keurig Dr Pepper Inc.
April 22, 2022
Page 4
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the federal laws of the United States of America, (iii) with respect to the Delaware Opinion Parties, the General Corporation Law of the State of Delaware (the DGCL), the Delaware Limited Liability Company Act (the DLLCA) and the Delaware Revised Uniform Limited Partnership Act (DRULPA), as applicable, and (iv) with respect to the Texas Opinion Party, the Texas For-Profit Corporation Law (the TFPCL) (all of the foregoing being referred to as Opined-on Law).
As used herein, (i) Delaware Opinion Party Guarantors means the entities listed and identified as such on Schedule I hereto; (ii) Delaware Opinion Parties means the Company and each of the Delaware Opinion Party Guarantors; (iii) Texas Opinion Party means the entity listed and identified as such on Schedule I hereto; (iv) Opinion Parties means the Company and the Opinion Party Guarantors; (v) LLC Covered Opinion Party means each Delaware Opinion Party identified as a limited liability company in Schedule I hereto; (vi) LLP Covered Opinion Party means each Delaware Opinion party identified as a limited liability partnership in Schedule I hereto; and (vii) Transaction Documents means the Underwriting Agreement, the Indenture and the Note Certificates.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. The Notes have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.
2. The Guarantees of each Opinion Party Guarantor have been duly authorized by all requisite action on the part of such Opinion Party Guarantor under the DGCL, the DLLCA, DRULPA or the TFPCL, as applicable, and, when the Notes are issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, each Guarantee will constitute the valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms under the laws of the State of New York.
The opinions stated herein are subject to the following qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors rights generally, and the opinions stated herein are limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Documents with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any party to any of the Transaction Documents;
Keurig Dr Pepper Inc.
April 22, 2022
Page 5
(c) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(d) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(e) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein without regard to any agreement or other document referenced in such agreement or document (including agreements or other documents incorporated by reference or attached or annexed thereto);
(f) we do not express any opinion whether the execution or delivery of any Transaction Document by any Opinion Party, or the performance by any Opinion Party of its obligations under any Transaction Document to which such Opinion Party is a party will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of any Opinion Party or any of its subsidiaries;
(g) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(h) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality;
(i) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
Keurig Dr Pepper Inc.
April 22, 2022
Page 6
(j) we have assumed that subsequent to the effectiveness of the Base Indenture and immediately prior to the effectiveness of the Twelfth Supplemental Indenture, the Base Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to the Securities;
(k) we do not express any opinion with respect to the enforceability of Article 10 of the Base Indenture or Article 6 of the Twelfth Supplemental Indenture, as applicable, to the extent that such section provides that the obligations of the Guarantors of their Guarantees are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated; and
(l) we do not express any opinion with respect to the enforceability of the provisions contained in Article 10 of the Base Indenture or Article 6 of the Twelfth Supplemental Indenture, as applicable, to the extent that such provisions limit the obligation of the Guarantors of their Guarantees under the Indenture or any right of contribution of any party with respect to the Guarantees.
In addition, in rendering the foregoing opinions we have assumed that, at all applicable times:
(a) the Non-Opinion Party Guarantor (i) was duly formed and was validly existing and in good standing, (ii) had requisite legal status and legal capacity under the laws of the jurisdiction of its formation and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its formation in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which the Non-Opinion Party Guarantor is a party;
(b) the Non-Opinion Party Guarantor had the limited liability company power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which the Non-Opinion Party Guarantor is a party;
(c) each of the Transaction Documents to which the Non-Opinion Party Guarantor is a party had been duly authorized, executed and delivered by all requisite limited liability company action on the part of the Non-Opinion Party Guarantor;
(d) neither the execution and delivery by each Opinion Party and the Non-Opinion Party Guarantor of the Transaction Documents to which each Opinion Party or the Non-Opinion Party Guarantor is a party nor the performance by each Opinion Party and the Non-Opinion Party Guarantor of its obligations thereunder, including the issuance and sale of the Securities: (i) conflicted or will conflict with the articles or certificates of incorporation, certificate of formation, certificate of limited partnership, by-laws, limited liability company agreement, limited partnership agreement, as applicable, or any other comparable organizational document of each Opinion Party or the Non-Opinion Party Guarantor, (ii) constituted or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which each Opinion Party or the Non-Opinion Party Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (ii) with respect to those agreements or
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April 22, 2022
Page 7
instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or each Opinion Partys most recent Annual Report on Form 10-K), (iii) contravened or will contravene any order or decree of any governmental authority to which each Opinion Party or the Non-Opinion Party Guarantor or its property is subject, or (iv) violated or will violate any law, rule or regulation to which each Opinion Party or the Non-Opinion Party Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law);
(e) neither the execution and delivery by the Company or any Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the Securities, required or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction;
(f) the limited liability company agreement of each LLC Covered Opinion Party identified opposite its name on Schedule I hereto is the only limited liability company agreement, as defined under the DLLCA, of such LLC Covered Opinion Party; each LLC Covered Opinion Party has, and since the time of its formation has had, at least one validly admitted and existing member of such LLC Covered Opinion Party and (i) no procedures have been instituted for, and no other event has occurred, including, without limitation, any action taken by any LLC Covered Opinion Party or their respective Board of Managers, Sole/Managing Member, or members, as applicable, that would result in, the liquidation, dissolution or winding-up of such LLC Covered Opinion Party, (ii) no event has occurred that has adversely affected the good standing of any LLC Covered Opinion Party under the laws of its jurisdiction of formation, and each LLC Covered Opinion Party has taken all actions required by the laws of its jurisdiction of formation to maintain such good standing and (iii) no grounds exist for the revocation or forfeiture of any LLC Covered Opinion Partys certificate of formation; and
(g) the limited liability partnership agreement of the LLP Covered Opinion Party identified opposite its name on Schedule I hereto is the only partnership agreement, as defined under DRULPA, of such LLP Covered Opinion Party and that the partnership has, and since the time of its formation has had, at least one validly admitted and existing limited partner of the partnership and (i) no procedures have been instituted for, and no other event has occurred, including, without limitation, any action taken by the LLP Covered Opinion Party or its general partner or partners, that would result in the liquidation, dissolution or winding-up of such LLP Covered Opinion Party, (ii) no event has occurred that has adversely affected the good standing of the LLP Covered Opinion Party under the laws of its jurisdiction of formation, and the LLP Covered Opinion Party has taken all actions required by the laws of its jurisdiction of formation to maintain such good standing and (iii) no grounds exist for the revocation or forfeiture of the LLP Covered Opinion Partys certificate of limited partnership.
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April 22, 2022
Page 8
We hereby consent to the reference to our firm under the heading Legal Matters in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Companys Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours, |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
MJZ
SCHEDULE I
Opinion Party Guarantors
Delaware Opinion Party Guarantors
Name |
Jurisdiction/Entity | |
234DP Aviation, LLC | Delaware/Limited Liability Company | |
A&W Concentrate Company | Delaware/Corporation | |
Beverages Delaware Inc. | Delaware/Corporation | |
DP Beverages Inc. | Delaware/Corporation | |
DPS Americas Beverages, LLC | Delaware/Limited Liability Company | |
DPS Beverages, Inc. | Delaware/Corporation | |
DPS Holdings Inc. | Delaware/Corporation | |
Dr Pepper/Seven Up Manufacturing Company | Delaware/Corporation | |
Dr Pepper/Seven Up, Inc. | Delaware/Corporation | |
Motts Delaware LLC | Delaware/Limited Liability Company | |
Motts LLP | Delaware/Limited Liability Partnership | |
Nantucket Allserve LLC | Delaware/Limited Liability Company | |
Snapple Beverage Corp. | Delaware/Corporation | |
Splash Transport, Inc. | Delaware/Corporation | |
The American Bottling Company | Delaware/Corporation |
Texas Opinion Party
Name |
Jurisdiction/Entity | |
Dr Pepper/Seven-Up Beverage Sales Company | Texas/Corporation |
SCHEDULE II
Non-Opinion Party Guarantor
Name |
Jurisdiction/Entity | |
Bai Brands LLC | New Jersey/Limited Liability Company |
EXHIBIT A
Officers Certificate
(attached)
Exhibit 99.1
Keurig Dr Pepper Announces Early Tender Results and Upsizing of Tender Offers for Outstanding Series of its Senior Unsecured Notes
BURLINGTON, MA, and FRISCO, TX, April 20, 2022 As part of the Companys strategic refinancing announced on April 7, 2022, Keurig Dr Pepper Inc. (NASDAQ: KDP) today announced the early tender results for its series of tender offers to purchase for cash certain of its outstanding series of senior unsecured notes.
In making the announcement, KDP indicated that it exercised its previously disclosed right to amend such tender offers to increase the maximum amounts initially disclosed, resulting in an increase of approximately $520 million in the total aggregate purchase price, excluding accrued and unpaid interest, for the tender offers. The tender offer transaction supports KDPs strategic refinancing objectives to continue to strengthen its liquidity profile and optimize its interest expense.
Details of Tender Offers
KDP initially offered to purchase for cash: (i) up to $400,000,000 aggregate purchase price, excluding accrued and unpaid interest (the 2025 Maximum Amount), of its 4.417% Senior Notes due 2025 (the 2025 Notes), (ii) up to $600,000,000 aggregate purchase price, excluding accrued and unpaid interest (the 2028 Maximum Amount), of its 4.597% Senior Notes due 2028 (the 2028 Notes) and (iii) up to $600,000,000 aggregate purchase price, excluding accrued and unpaid interest (the Long Dated Maximum Amount and, together with the 2025 Maximum Amount and the 2028 Maximum Amount, the Maximum Amounts), of its 5.085% Senior Notes due 2048, its 4.985% Senior Notes due 2038, its 4.500% Senior Notes due 2045 and its 4.420% Senior Notes due 2046 (collectively, the Long Dated Notes and, together with the 2025 Notes and the 2028 Notes, the Notes), subject to prioritized acceptance levels listed in the table below.
The Company also exercised its previously disclosed right to amend such tender offers to (i) increase the previously announced 2025 Maximum Amount from $400,000,000 to $485,000,000, (ii) increase the previously announced 2028 Maximum Amount from $600,000,000 to a total cash amount sufficient to accept for purchase all 2028 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date (approximately $929,000,000) and (iii) increase the previously announced Long Dated Maximum Amount from $600,000,000 to a total cash amount sufficient to accept for purchase all 5.085% Senior Notes due 2048 and 4.985% Senior Notes due 2038 validly tendered and not validly withdrawn prior to or at the Early Tender Date (approximately $706,000,000), for a total aggregate purchase price, excluding accrued and unpaid interest, of up to approximately $2.12 billion. All other terms of the tender offers as previously announced in the Offer to Purchase, dated April 7, 2022 (as amended and supplemented hereby, the Offer to Purchase) remain unchanged. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on April 20, 2022 (the Early Tender Date), according to information provided to D.F. King & Co., Inc., the tender and information agent for the tender offers, the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each tender offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date.
Title of Security | CUSIP Number |
Principal Amount Outstanding |
Maximum Amount(1) |
Acceptance Priority Level(2) |
Principal Amount Tendered at Early Tender Date |
|||||||||||||
2025 Tender Offer |
4.417% Senior Notes due 2025 |
49271VAH3 565122AD0 U56495AD3 |
$ | 1,000,000,000 | $ | 485,000,000 | 1 | $ | 618,527,000 | |||||||||
2028 Tender Offer |
4.597% Senior Notes due 2028 |
49271VAF7 | $ | 2,000,000,000 | ~$ | 929,000,000 | 1 | $ | 887,886,000 | |||||||||
Long Dated Tender Offers |
5.085% Senior Notes due 2048 |
49271VAD2 565122AG3 U56495AF8 |
$ | 750,000,000 | ~$ | 706,000,000 | 1 | $ | 358,768,000 | |||||||||
4.985% Senior Notes due 2038 |
49271VAC4 | $ | 500,000,000 | 2 | $ | 288,912,000 | ||||||||||||
4.500% Senior Notes due 2045 |
26138EAT6 | $ | 550,000,000 | 3 | $ | 270,293,000 | ||||||||||||
4.420% Senior Notes due 2046 |
26138EAY5 | $ | 400,000,000 | 4 | $ | 164,143,000 |
(1) | $485,000,000 represents the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the 2025 Notes that may be purchased in the 2025 Tender Offer. $929,000,000 represents the approximate total cash amount sufficient to accept for purchase all 2028 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date. $706,000,000 represents the approximate total cash amount sufficient to accept for purchase all 5.085% Senior Notes due 2048 and 4.985% Senior Notes due 2038 validly tendered and not validly withdrawn prior to or at the Early Tender Date. |
(2) | Subject to the Maximum Amounts and proration, the principal amount of each series of Notes that is purchased in each tender offer will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column. |
All conditions, including the financing condition, were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on April 22, 2022 (the Early Settlement Date). The Company intends to fund the purchase of validly tendered and accepted Notes on the Early Settlement Date, in part, with the net proceeds from its recent public offering of new senior notes, which was significantly oversubscribed. Nothing contained in this press release shall constitute an offer to sell or a solicitation of an offer to buy any such new senior notes. The offering of the new senior notes is being made only by means of a prospectus and related prospectus supplement, which may be obtained for free by visiting EDGAR on the SEC Web site at www.sec.gov.
As previously disclosed in the Offer to Purchase, because the aggregate principal amount of the 2025 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date in the 2025 Tender Offer exceeded the applicable Maximum Amount, the Company will accept for purchase the 2025 Notes on a prorated basis. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holders account. Additionally, because the
aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Early Tender Date in each of the tender offers, together with such amount of any series of Notes with a higher prioritized acceptance level, met or exceeded the applicable Maximum Amount, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date on a subsequent settlement date. The tender offers for the Notes will expire at 11:59 p.m., New York City time, on May 4, 2022, or any other date and time to which the Company extends the applicable tender offer, unless earlier terminated.
The applicable consideration (the Total Consideration) offered per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable tender offer on the Early Settlement Date will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on April 21, 2022 (the Price Determination Date). Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration, which is inclusive of the applicable early tender payment, for Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.
Promptly after the Price Determination Date, the Company will issue a press release specifying, among other things, (i) the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of the Early Tender Date and accepted for purchase in each tender offer, (ii) the proration factor for the 2025 Notes and (iii) the Total Consideration for each series of Notes.
All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of the Company.
Information Relating to the Tender Offers
Morgan Stanley & Co. LLC, BofA Securities and Goldman Sachs & Co. LLC are the dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may contact Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect), BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or by email at debt_advisory@bofa.com and Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-6351 (collect). D.F. King & Co., Inc. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering Notes may contact the tender and information agent by email at kdp@dfking.com, or by phone at (212) 269-5550 (for banks and brokers only) or (866) 356-7814 (for all others toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
The full details of the tender offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from D.F. King & Co., Inc.s website at www.dfking.com/kdp or obtained from D.F. King & Co., Inc., free of charge, by calling (212) 269-5550 (for banks and brokers only) or (866) 356-7814 (for all others toll-free).
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the tender offers, and, if so, the principal amount of notes to tender.
About Keurig Dr Pepper
Keurig Dr Pepper (KDP) is a leading beverage company in North America, with annual revenue approaching $13 billion and approximately 27,000 employees. KDP holds leadership positions in soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada. The Companys portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes the owned brands of Keurig®, Dr Pepper®, Green Mountain Coffee Roasters®, Canada Dry®, Snapple®, Bai®, Motts®, CORE® and The Original Donut Shop®. Through its powerful sales and distribution network, KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company is committed to sourcing, producing and distributing its beverages responsibly through its Drink Well. Do Good. corporate responsibility platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability. For more information, visit www.keurigdrpepper.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of applicable securities laws and regulations. These statements are often, but not always, made through the use of words or phrases such as may, might, should, could, predict, potential, believe, expect, continue, will, anticipate, seek, estimate, intend, plan, and would, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements have been based on the Companys current views with respect to future events and the consummation of the tender offers. These forward-looking statements are subject to a number of risks and uncertainties including prevailing market conditions, as well as other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Risk Factors in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and the Companys other filings with the SEC. In addition to these risk factors, uncertainties concerning ongoing hostilities between Russia and Ukraine and the related impacts on macroeconomic conditions, including, among other things, interest rates may also present certain risks, uncertainties and assumptions that might cause actual results, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements represent the Companys estimates and assumptions only as of the date that they were made. The Company does not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required by applicable law.
Investor Contact:
Steve Alexander
(972) 673-6769
steve.alexander@kdrp.com
Media Contact:
Katie Gilroy (781) 418-3345
katie.gilroy@kdrp.com
Exhibit 99.2
Keurig Dr Pepper Announces Accepted Amounts and Pricing of Tender Offers for Outstanding Series of its Senior Unsecured Notes
BURLINGTON, MA, and FRISCO, TX, April 21, 2022 As part of the Companys strategic refinancing announced on April 7, 2022, Keurig Dr Pepper Inc. (NASDAQ: KDP) announced today the aggregate principal amount accepted for purchase and the consideration payable in connection with its previously announced series of tender offers to purchase for cash (i) up to $485,000,000 aggregate purchase price, excluding accrued and unpaid interest (the 2025 Maximum Amount), of its 4.417% Senior Notes due 2025 (the 2025 Notes), (ii) up to $924,511,297.50 aggregate purchase price, excluding accrued and unpaid interest (the 2028 Maximum Amount), of its 4.597% Senior Notes due 2028 (the 2028 Notes) and (iii) up to $699,124,985.44 aggregate purchase price, excluding accrued and unpaid interest (the Long Dated Maximum Amount and, together with the 2025 Maximum Amount and the 2028 Maximum Amount, the Maximum Amounts), of its 5.085% Senior Notes due 2048, its 4.985% Senior Notes due 2038, its 4.500% Senior Notes due 2045 and its 4.420% Senior Notes due 2046 (collectively, the Long Dated Notes and, together with the 2025 Notes and the 2028 Notes, the Notes), subject to prioritized acceptance levels listed in the table below, for a total aggregate purchase price, excluding accrued and unpaid interest, of approximately $2.1 billion.
The table below sets forth, among other things, the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on April 20, 2022 (the Early Tender Date) and accepted for purchase in each tender offer, the proration factor for the 2025 Notes and the Total Consideration for each series of Notes, as calculated at 10:00 a.m., New York City time, today, April 21, 2022.
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Maximum Amount(1) |
Acceptance Priority Level(2) |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
Reference Yield |
Principal Amount Tendered at Early Tender Date |
Principal Amount Accepted |
Approximate Proration Factor |
Total Consideration (3)(4) |
||||||||||||||||||||||||||||||||||
2025 Tender Offer |
4.417% Senior Notes due 2025 |
|
49271VAH3 565122AD0 U56495AD3 |
|
$ | 1,000,000,000 | $ | 485,000,000 | 1 | 1.750% UST due March 15, 2025 |
FIT1 | |
+43 bps |
|
2.888 | % | $ | 618,527,000 | $ | 470,686,000 | 76.13 | % | $ | 1,030.41 | ||||||||||||||||||||||
2028 Tender Offer |
4.597% Senior Notes due 2028 |
49271VAF7 | $ | 2,000,000,000 | $ | 924,511,297.50 | 1 | 2.500% UST due March 31, 2027 |
FIT1 | |
+85 bps |
|
2.953 | % | $ | 887,886,000 | $ | 887,886,000 | | $ | 1,041.25 | |||||||||||||||||||||||||
Long Dated Tender Offers |
5.085% Senior Notes due 2048 |
|
49271VAD2 565122AG3 U56495AF8 |
|
$ | 750,000,000 | $ | 699,124,985.44 | 1 | 1.875% UST due November 15, 2051 |
FIT1 | |
+153 bps |
|
2.949 | % | $ | 358,768,000 | $ | 358,768,000 | | $ | 1,091.71 | |||||||||||||||||||||||
4.985% Senior Notes due 2038 |
49271VAC4 | $ | 500,000,000 | 2 | 2.375% UST due February 15, 2042 |
FIT1 | |
+128 bps |
|
3.131 | % | $ | 288,912,000 | $ | 288,912,000 | | $ | 1,064.18 | ||||||||||||||||||||||||||||
4.500% Senior Notes due 2045 |
26138EAT6 | $ | 550,000,000 | 3 | 2.375% UST due February 15, 2042 |
FIT1 | |
+148 bps |
|
3.131 | % | $ | 270,293,000 | $ | 0 | | | |||||||||||||||||||||||||||||
4.420% Senior Notes due 2046 |
26138EAY5 | $ | 400,000,000 | 4 | 1.875% UST due November 15, 2051 |
FIT1 | |
+150 bps |
|
2.949 | % | $ | 164,143,000 | $ | 0 | | |
(1) | $485,000,000 represents the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the 2025 Notes that may be purchased in the 2025 Tender Offer. $924,511,297.50 represents the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the 2028 Notes that may be purchased in the 2028 Tender Offer. $699,124,985.44 represents the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the Long Dated Notes that may be purchased in the Long Dated Tender Offers. |
(2) | Subject to the Maximum Amounts and proration, the principal amount of each series of Notes that is purchased in each tender offer was determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column. |
(3) | Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase. |
(4) | The Total Consideration for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment. The Total Consideration for each series of Notes does not include accrued and unpaid interest, which will be payable in addition to the applicable Total Consideration. |
The tender offers are being made upon the terms and subject to conditions previously described in the Offer to Purchase, dated April 7, 2022, as amended and supplemented by the Companys press release on April 20, 2022 (as so amended, the Offer to Purchase) announcing the upsizing of each Maximum Amount. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date. The tender offers for the Notes will expire at 11:59 p.m., New York City time, on May 4, 2022, or any other date and time to which the Company extends the applicable tender offer, unless earlier terminated. As previously announced, all conditions, including the financing condition, were satisfied or waived by the Company at the Early Tender Date. As previously announced, the Company has elected to exercise its right to make payment for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on April 22, 2022 (the Early Settlement Date).
As previously disclosed in the Offer to Purchase, because the aggregate principal amount of each series of Notes that will be purchased on the Early Settlement Date, together with such amount of any series of Notes with a higher prioritized acceptance level, meets or exceeds the applicable Maximum Amount, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date on a subsequent settlement date. As described further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holders account.
The applicable Total Consideration listed in the table above will be paid per $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable tender offer on the Early Settlement Date. Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date.
All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of the Company.
Information Relating to the Tender Offers
Morgan Stanley & Co. LLC, BofA Securities and Goldman Sachs & Co. LLC are the dealer managers for the tender offers. Investors with questions regarding the terms and conditions of the tender offers may contact Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect), BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or by email at debt_advisory@bofa.com and Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-6351 (collect). D.F. King & Co., Inc. is the tender and information agent for the tender offers. Investors with questions regarding the procedures for tendering Notes may contact the tender and information agent by email at kdp@dfking.com, or by phone at (212) 269-5550 (for banks and brokers only) or (866) 356-7814 (for all others toll-free). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
The full details of the tender offers, including complete instructions on how to tender Notes, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase may be downloaded from D.F. King & Co., Inc.s website at www.dfking.com/kdp or obtained from D.F. King & Co., Inc., free of charge, by calling (212) 269-5550 (for banks and brokers only) or (866) 356-7814 (for all others toll-free).
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes or any other securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The tender offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the tender offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the tender offers, and, if so, the principal amount of notes to tender.
About Keurig Dr Pepper
Keurig Dr Pepper (KDP) is a leading beverage company in North America, with annual revenue approaching $13 billion and approximately 27,000 employees. KDP holds leadership positions in soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada. The Companys portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes the owned brands of Keurig®, Dr Pepper®, Green Mountain Coffee Roasters®, Canada Dry®, Snapple®, Bai®, Motts®, CORE® and The Original Donut Shop®. Through its powerful sales and distribution network, KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company is committed to sourcing, producing and distributing its beverages responsibly through its Drink Well. Do Good. corporate responsibility platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability. For more information, visit www.keurigdrpepper.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of applicable securities laws and regulations. These statements are often, but not always, made through the use of words or phrases such as may, might, should, could, predict, potential, believe, expect, continue, will, anticipate, seek, estimate, intend, plan, and would, or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements have been based on the Companys current views with respect to future events and the consummation of the tender offers. These forward-looking statements are subject to a number of risks and uncertainties including prevailing market conditions, as well as other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Risk Factors in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2021 and the Companys other filings with the SEC. In addition to these risk factors, uncertainties concerning ongoing hostilities between Russia and Ukraine and the related impacts on macroeconomic conditions, including, among other things, interest rates may also present certain risks, uncertainties and assumptions that might cause actual results, performance or achievements to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements represent the Companys estimates and assumptions only as of the date that they were made. The Company does not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required by applicable law.
Investor Contact:
Steve Alexander
(972) 673-6769
steve.alexander@kdrp.com
Media Contact:
Katie Gilroy
(781) 418-3345
katie.gilroy@kdrp.com