Delaware
(State or other
jurisdiction of incorporation)
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001-02217
(Commission
File Number)
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58-0628465
(IRS Employer
Identification No.)
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One Coca-Cola Plaza
Atlanta, Georgia
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30313
(Zip Code)
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(Address of principal executive offices)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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Exhibit 10.1
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Letter Agreement, dated as of June 7, 2010, between TCCC and DPS.
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Exhibit 99.1
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Press Release of TCCC, dated June 7, 2010.
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THE COCA-COLA COMPANY
(REGISTRANT)
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Date: June 7, 2010
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By:
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/s/ William D. Hawkins III
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Name: William D. Hawkins III
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Title: Vice President and General Tax Counsel
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Exhibit No.
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Description
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Exhibit 10.1
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Letter Agreement, dated as of June 7, 2010, between TCCC and DPS.
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Exhibit 99.1
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Press Release of TCCC, dated June 7, 2010.
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June 7, 2010 |
(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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Sincerely,
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The Coca-Cola Company
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/s/ Muhtar Kent
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Muhtar Kent
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Chairman and Chief Executive Officer
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By:
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/s/ Larry Young
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Larry Young
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President and Chief Executive Officer
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Date:
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June 7, 2010
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Global Public Affairs & Communications
P.O. Box 1734, Atlanta, Georgia 30301
Telephone (404) 676-2683
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