Item 1.01. Entry into a Material Definitive Agreement.
In connection with the strategic refinancing previously announced on
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
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.
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Item 8.01. Other Events.
On
On
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. Exhibit No. Description 4.1 Twelfth Supplemental Indenture, dated as ofApril 22, 2022 , amongKeurig Dr Pepper Inc. , the guarantors party thereto andComputershare Trust Company, N.A. , as trustee. 4.2 Form of 3.950% Senior Note due 2029 (included in Exhibit 4.1). 4.3 Form of 4.050% Senior Note due 2032 (included in Exhibit 4.1). 4.4 Form of 4.500% Senior Note due 2052 (included in Exhibit 4.1). 5.1 Opinion ofLowenstein Sandler LLP . 5.2 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP . 23.1 Consent ofLowenstein Sandler LLP (included in Exhibit 5.1). 23.2 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). 99.1 Press Release, datedApril 20, 2022 , announcing the early tender results and upsizing of the tender offers. 99.2 Press Release, datedApril 21, 2022 , announcing the aggregate principal amount of each series of notes accepted for purchase in each tender offer and the pricing of the tender offers. 104 Cover Page Interactive Data File, formatted in Inline XBRL.
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