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):   June 7, 2010

Dr Pepper Snapple Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-33829 98-0517725
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
5301 Legacy Drive, Plano, Texas   75024
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   972-673-7300

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:

[  ]  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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

and





Item 8.01 Other Events.

Dr Pepper Snapple Group, Inc. (" DPS") today announced that it has agreed to license certain brands to The Coca-Cola Company ("KO") on completion of KO’s proposed acquisition of Coca-Cola Enterprises’ ("CCE") North American Bottling Business. In addition, KO will offer Dr Pepper and Diet Dr Pepper in local fountain accounts currently serviced by CCE and will include Dr Pepper and Diet Dr Pepper on its Freestyle fountain dispenser.

Under new licensing agreements, KO will distribute Dr Pepper in the U.S. and Canada Dry in the Northeast U.S. where they are currently distributed by CCE. The new agreements will have an initial term of 20 years, with 20-year renewal periods, and will require KO to meet certain performance conditions. KO will continue to distribute Canada Dry, C’Plus and Schweppes in Canada.

Additionally, in certain U.S. territories where it has a manufacturing and distribution footprint, DPS will begin selling Squirt, Canada Dry, Schweppes and Cactus Cooler, which are currently sold by CCE.

As part of these transactions, DPS will receive a one-time cash payment of $715 million before taxes, fees and other related expenses. This upfront payment is net of the investment in the Freestyle fountain program, which is estimated at $115 million to $135 million.

A copy of the letter agreement summarizing the terms of the transactions is filed as Exhibit 10.1 to this Current Report on Form 8-K.

A copy of the press release announcing the transactions is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Letter agreement, dated June 7, 2010, between Dr Pepper/Seven Up, Inc. and The Coca-Cola Company.

99.1 Dr Pepper Snapple Group, Inc. Press Release dated June 7, 2010—"Dr Pepper Snapple Group Signs New Agreements with The Coca-Cola Company"





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    Dr Pepper Snapple Group, Inc.
          
June 7, 2010   By:   James L. Baldwin, Jr.
       
        Name: James L. Baldwin, Jr.
        Title: Executive Vice President & General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
10.1
  Letter agreement, dated June 7, 2010, between Dr Pepper/Seven Up, Inc. and The Coca-Cola Company.
99.1
  Dr Pepper Snapple Group, Inc. Press Release dated June 7, 2010—"Dr Pepper Snapple Group Signs New Agreements with The Coca-Cola Company"

June 7, 2010

Mr. Larry Young
President and Chief Executive Officer
Dr Pepper/Seven Up, Inc.
5301 Legacy Drive
Plano, TX 75024

Dear Mr. Young:

This letter agreement is to confirm the consent of Dr Pepper/Seven Up, Inc. and its subsidiaries (“DPSU”) and agreement with The Coca-Cola Company and its affiliates (“TCCC”) regarding the change in control of Coca-Cola Enterprises Inc. (and certain of its affiliates) (“CCE”) when the previously announced transaction between TCCC and CCE (“Transaction”) closes. The following mutually agreed provisions apply:

(1)   One Time Payment. Upon closing (”Closing”) of the Transaction, TCCC shall pay to DPSU a one-time non-refundable payment of $715,000,000 USD. Such amount does not include any applicable sales or similar taxes imposed on the Transaction. While DPSU or its affiliates may act as collection agents for sales taxes, any such taxes are the liability of TCCC and TCCC indemnifies DPSU and its affiliates from any and all claims from tax authorities, in relation to such taxes.

(2)   Regulatory Approval. The Closing is subject to and conditioned on TCCC obtaining all required regulatory approvals, including expiration of the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act.

(3)   New Master License Agreement. At the time of Closing, DPSU will issue, and Coca-Cola Refreshments USA, Inc. (“CCR”) will execute, a master license agreement (“MLA”) in the form agreed to on the date hereof regarding the Dr Pepper and Canada Dry brands for certain territories in the United States.

(4)   Effective Dates and Pre-Existing Licenses. The effective date of the MLA shall be the date of Closing. Contingent on the Closing having occurred, the parties agree to target February 7, 2011, or such other earlier date as the parties have mutually agreed, for the termination of all DPSU brand licenses previously issued to CCE or its affiliates in the United States. If the Closing has not occurred prior to that termination date, the parties will discuss and agree upon another termination date prior to May 25, 2011. The parties shall document such termination accordingly.

(5)   Freestyle Participation. The parties are also entering into a Freestyle Participation Agreement pursuant to which certain DPSU brands in the U.S. will be offered on CCR’s new proprietary post-mix beverage dispensing equipment. The Freestyle Participation Agreement will be effective as of the date of Closing and will be in the form agreed to on the date hereof.

(6)   Confidentiality and Public Statements. DPSU and TCCC agree that the commercial terms related to the MLA and Freestyle Participation Agreement will be kept strictly confidential. DPSU and TCCC will discuss and agree in advance on all public announcements related to this letter agreement; provided that either party may make such disclosures as they are advised in writing by legal counsel are required by law or applicable stock exchange rules, in which case DPSU and TCCC will cooperate to the extent feasible.

(7)   Timing of Closing. TCCC expects the Closing to take place before the end of 2010; however if the Closing does not take place on or prior to May 25, 2011, then this letter agreement shall terminate with no further force or effect, and without liability for either party to the other as a result of such termination.

Please indicate your agreement with the terms of this letter agreement by signing where indicated below.

Sincerely,

The Coca-Cola Company

/s/ Muhtar Kent
Muhtar Kent
Chairman and Chief Executive Officer

Accepted and Agreed:

Dr Pepper/Seven Up, Inc.

     
By:  
/s/ Larry Young
   
 
   
Larry Young
President and Chief Executive Officer
Date:  
June 7, 2010
   
 

FOR IMMEDIATE RELEASE

Contacts: Media Relations
Tina Barry, (972) 673-7931
Greg Artkop, (972) 673-8470

Investor Relations
Aly Noormohamed, (972) 673-6050

DR PEPPER SNAPPLE GROUP SIGNS NEW AGREEMENTS WITH
THE COCA-COLA COMPANY

Agrees to license Dr Pepper and Canada Dry in certain U.S. markets following
The Coca-Cola Company’s planned acquisition of Cola-Cola Enterprises’ North American Bottling
Business

Expands Fountain Relationship to Increase Presence
of Dr Pepper and Diet Dr Pepper in Local Fountain and Freestyle Accounts

Plano, TX, June 7, 2010 – Dr Pepper Snapple Group, Inc. (NYSE: DPS) today announced that it has agreed to license certain brands to The Coca-Cola Company (NYSE: KO) on completion of KO’s proposed acquisition of Coca-Cola Enterprises’ (NYSE: CCE) North American Bottling Business. In addition, KO will offer Dr Pepper and Diet Dr Pepper in local fountain accounts currently serviced by CCE and will include Dr Pepper and Diet Dr Pepper on its Freestyle fountain dispenser.

Under new licensing agreements, KO will distribute Dr Pepper in the U.S. and Canada Dry in the Northeast U.S. where they are currently distributed by CCE. The new agreements will have an initial term of 20 years, with 20-year renewal periods, and will require KO to meet certain performance conditions. KO will continue to distribute Canada Dry, C’Plus and Schweppes in Canada.

Additionally, in certain U.S. territories where it has a manufacturing and distribution footprint, DPS will begin selling Squirt, Canada Dry, Schweppes and Cactus Cooler, which are currently sold by CCE.

“These agreements build a strong foundation for the continued growth of Dr Pepper and our leading flavor brands,” said Larry Young, president and CEO of DPS. “It solidifies Coke’s support of the Dr Pepper trademark while enabling us to optimize our route-to-market by assuming distribution of several key brands. Additionally, we’re increasing our fountain presence, enabling millions of consumers to sample our brands each day – a great win for Dr Pepper.”

As part of these transactions, DPS will receive a one-time cash payment of $715 million before taxes, fees and other related expenses. This upfront payment is net of the investment in the Freestyle fountain program, which is estimated at $115 million to $135 million.

These transactions are subject to KO completing its planned acquisition of CCE’s North American bottling business.

About Dr Pepper Snapple Group
Dr Pepper Snapple Group, Inc. (NYSE: DPS) is the leading producer of flavored beverages in North America and the Caribbean. Our success is fueled by more than 50 brands that are synonymous with refreshment, fun and flavor. We have 6 of the top 10 non-cola soft drinks, and 9 of our 12 “power brands” are No. 1 in their flavor categories. In addition to our flagship Dr Pepper and Snapple brands, our portfolio includes Sunkist soda, 7UP, A&W, Canada Dry, Crush, Mott’s, Squirt, Hawaiian Punch, Penafiel, Clamato, Schweppes, Venom Energy, Rose’s and Mr & Mrs T mixers. To learn more about our iconic brands and Plano, Texas-based company, please visit www.drpeppersnapple.com.

Forward-looking statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation, and cost and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” or the negative of these terms or similar expressions. These forward-looking statements have been based on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. 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 our Annual Report on Form 10-K for the year ended December 31, 2009, and our other filings with the Securities and Exchange Commission. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do 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 securities laws.

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