Exhibit
99.1
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Global Public Affairs & Communications Department
P.O. Box 1734, Atlanta, GA 30301
+1 (404) 676-2683
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FOR
IMMEDIATE RELEASE
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CONTACTS:
Investors:
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Jackson Kelly
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+1 (404) 676-7563
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Media:
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Kenth Kaerhoeg
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+1 (404) 676-2683
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pressinquiries@na.ko.com
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THE COCA-COLA COMPANY ANNOUNCES CASH TENDER OFFER
ATLANTA, November 4, 2010 — The Coca-Cola Company (“TCCC”
or the “Company”) today announced that it has commenced a cash tender offer for
specified series of outstanding debt securities issued by the Company and
Coca-Cola Enterprises Inc. (“CCE”). On October 2,
2010, the Company acquired the assets and liabilities of CCE’s entire North
American business as well as the CCE corporate entity which was renamed
Coca-Cola Refreshments USA, Inc. (“CCR”).
The
tender offer consists of two separate offers: an Any and All offer and a
Maximum Tender Offer, both made pursuant to an Offer To Purchase dated today,
which sets forth a more comprehensive description of the terms of the tender
offers.
In
the Any and All offer, the Company is offering to purchase for cash Any and All
of the 7.125% Debentures due August 1, 2017, 4.500% Notes due August 15,
2019, Zero Coupon Notes due June 20, 2020, 8.500% Debentures due February 1,
2022, 8.000% Debentures due September 15, 2022, 6.750% Debentures due September 15,
2023, 7.000% Debentures due October 1, 2026, 6.950% Debentures due November 15,
2026, 6.750% Debentures due September 15, 2028, 6.700% Debentures due October 15,
2036, 6.750% Debentures due January 15, 2038, and 7.000% Debentures due May 15,
2098 issued by CCR, its wholly owned subsidiary, and the 7.375% Notes due July 29,
2093 issued by the Company, as listed in the table below.
In
the Maximum Tender Offer, the Company is offering to purchase, under certain
conditions, the 4.875% Notes due March 15, 2019 and 5.350% Notes due November 15,
2017 issued by the Company, as listed in the table below.
The
table below indicates each series of notes included in the tender offers.
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Issuer
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CUSIP
Numbers
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Title of Security
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Principal
Amount
Outstanding
(US$)
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Reference U.S.
Treasury Security
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Fixed
Spread
(basis
points)
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Acceptance
Priority
Level
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Early Tender
Premium(1)
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Offer for Notes Listed Below:
Any and All offer
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CCR
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191219BB9
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7.125% Debentures due 2017
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$
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300,000,000
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2.625% due August 15, 2020
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10
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N/A
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N/A
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CCR
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191219BW3
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4.500% Notes due 2019
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$
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250,000,000
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2.625% due August 15, 2020
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15
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N/A
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N/A
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CCR
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191219AV6
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Zero Coupon Notes due 2020
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$
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488,560,000
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2.625% due August 15, 2020
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40
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N/A
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N/A
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CCR
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191219AP9
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8.500% Debentures due 2022
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$
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745,617,000
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2.625% due August 15, 2020
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100
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N/A
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N/A
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CCR
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191219AQ7
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8.000% Debentures due 2022
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$
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236,533,000
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2.625% due August 15, 2020
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105
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N/A
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N/A
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CCR
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191219AU8
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6.750% Debentures due 2023
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$
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250,000,000
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2.625% due August 15, 2020
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110
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N/A
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N/A
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CCR
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191219AW4
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7.000% Debentures due 2026
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$
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299,950,000
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4.375% due May 15, 2040
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35
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N/A
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N/A
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CCR
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191219AY0
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6.950% Debentures due 2026
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$
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500,000,000
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4.375% due May 15, 2040
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30
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N/A
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N/A
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CCR
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191219BE3
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6.750% Debentures due 2028
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$
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400,000,000
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4.375% due May 15, 2040
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30
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N/A
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N/A
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CCR
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191219AX2
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6.700% Debentures due 2036
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$
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299,990,000
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4.375% due May 15, 2040
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50
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N/A
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N/A
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CCR
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191219BC7
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6.750% Debentures due 2038
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$
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250,000,000
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4.375% due May 15, 2040
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55
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N/A
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N/A
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CCR
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191219BD5
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7.000% Debentures due 2098
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$
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250,000,000
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4.375% due May 15, 2040
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95
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N/A
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N/A
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TCCC
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191216AF7
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7.375% Notes due 2093
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$
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117,325,000
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4.375% due May 15, 2040
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95
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N/A
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N/A
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Offer for Notes Listed Below:
Maximum Tender Offer
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TCCC
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191216AM2
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4.875% Notes due 2019
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$
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1,350,000,000
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2.625% due August 15, 2020
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20
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1
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$30.00
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TCCC
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191216AK6
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5.350% Notes due 2017
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$
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1,750,000,000
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2.625% due August 15, 2020
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10
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2
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$30.00
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(1) Per $1,000 principal amount of Notes accepted for
purchase.
The
Maximum Tender Offer is subject to an aggregate purchase limit of
US$3,450,000,000 (the “Maximum Tender Amount”) in principal amount of notes
less the aggregate principal amount of notes purchased in the Any and All
offer. The amounts of each series of
notes that are purchased in the Maximum Tender Offer are prioritized and may be
prorated as set forth in the Offer To Purchase.
If the aggregate principal amount of notes purchased in the Any and All
offer equals or exceeds the Maximum Tender Amount, the Maximum Tender Offer
will terminate on the settlement date of the Any and All offer.
The
Any and All offer is scheduled to expire at 5:00 p.m., EST, on November 15,
2010, unless extended. Holders of notes subject to the Any and All offer must
tender and not withdraw their notes before its expiration date to receive the
total consideration.
The
Maximum Tender Offer is scheduled to expire at 8:00 a.m., EST, on December 6,
2010, unless extended or earlier terminated.
Holders of notes subject to the Maximum Tender
2
Offer
must tender and not withdraw their notes before the early tender date, which is
5:00 p.m., EST, on November 18, 2010, unless extended, to be eligible
to receive the total consideration.
Holders of notes subject to the Maximum Tender Offer who tender their
notes after the early tender date will be eligible to receive the tender offer
consideration, which is the total consideration minus $30 per $1,000 principal
amount of notes tendered by such holder that are accepted for purchase. Holders
of notes subject to the Maximum Tender Offer who tender their notes after the
early tender date may not withdraw their notes except in the limited
circumstances described fully in the Offer To Purchase.
The
total consideration for each $1,000 principal amount of notes tendered and
accepted for payment pursuant to the tender offers will be determined in the
manner described in the Offer To Purchase by reference to a fixed spread
specified for each series of the notes over the yield based on the bid side
price of the U.S. Treasury Security specified on the cover page of the
Offer To Purchase, as calculated by the dealer managers at 2:00 p.m., EST,
on November 15, 2010 for the Any and All offer and at 2:00 p.m., EST,
on November 18, 2010 for the Maximum Tender Offer. In addition to the total consideration or the
tender offer consideration, as applicable, accrued interest up to, but not
including, the settlement date will be paid in cash on all validly tendered
notes accepted in the tender offers. The settlement dates for the Any and All
offer and the Maximum Tender Offer will follow promptly after the applicable
expiration dates and currently are expected to be Tuesday, November 16,
2010 and Tuesday, December 7, 2010, respectively.
The
Any and All offer and the Maximum Tender Offer are subject to the satisfaction
or waiver of certain conditions set forth in the Offer To Purchase, including,
among other things, the consummation of the Company’s issuance of one or more
new series of senior notes with net proceeds of at least $4.0 billion.
The
Company has retained Deutsche Bank Securities Inc. and HSBC Securities (USA)
Inc. to serve as coordinating dealer managers and Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated to serve as
dealer managers and D.F. King & Co., Inc. to serve as the tender
and information agent for the tender offers.
Requests
for documents may be directed to D.F. King & Co., Inc. by
telephone at 800.901.0068 (toll free) or 212.269.5550 (collect) or in writing
at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding
the tender offers may be directed to Deutsche Bank Securities Inc. at
866.627.0391 (toll free) or 212.250.2955 (collect) or HSBC Securities (USA)
Inc. at 888.HSBC.4LM (toll free) or 212.525.5552 (collect).
3
This
press release is not a tender Offer To Purchase or a solicitation of acceptance
of a tender offer, which may be made only pursuant to the terms of the Offer To
Purchase. In any jurisdiction where the laws require the tender offers to be
made by a licensed broker or dealer, the tender offer will be deemed made on
behalf of the Company by Deutsche Bank Securities Inc., HSBC Securities (USA)
Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated or one or more registered brokers or dealers under the laws
of such jurisdiction.
About
The Coca-Cola Company
The
Coca-Cola Company (NYSE: KO) is the world’s largest beverage company,
refreshing consumers with more than 500 sparkling and still brands. Along with
Coca-Cola, recognized as the world’s most valuable brand, the Company’s
portfolio includes 12 other billion dollar brands, including Diet Coke, Fanta,
Sprite, Coca-Cola Zero, vitaminwater, Powerade, Minute Maid, Simply and
Georgia. Globally, we are the No. 1 provider of sparkling beverages,
juices and juice drinks and ready-to-drink teas and coffees. Through the world’s
largest beverage distribution system, consumers in more than 200 countries
enjoy the Company’s beverages at a rate of 1.6 billion servings a day. With an
enduring commitment to building sustainable communities, our Company is focused
on initiatives that protect the environment, conserve resources and enhance the
economic development of the communities where we operate.
Forward-Looking
Statements
This
press release may contain statements, estimates or projections that constitute “forward-looking
statements” as defined under U.S. federal securities laws. Generally, the words
“believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and
similar expressions identify forward-looking statements, which generally are
not historical in nature. Forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from The Coca-Cola Company’s historical experience and our present expectations
or projections. These risks include, but are not limited to, obesity and other
health concerns; scarcity and quality of water; changes in the nonalcoholic
beverages business environment, including changes in consumer preferences based
on health and nutrition considerations and obesity concerns; shifting consumer
tastes and needs, changes in lifestyles and competitive product and pricing
pressures; impact of the global credit crisis on our liquidity and financial
performance; increased competition; our ability to expand our operations in
developing and emerging markets; foreign currency exchange rate fluctuations;
increases in interest rates; our ability to maintain good relationships with
our bottling partners; the financial condition of our bottling partners;
increases in income tax rates or changes in income tax laws; increases in
indirect taxes or new indirect taxes; our ability and the ability of our
bottling partners to maintain good labor relations, including the ability to
renew collective bargaining agreements on satisfactory terms and avoid strikes,
work stoppages or labor unrest; increase in the cost, disruption of supply
or shortage of energy; increase in cost, disruption of supply or shortage of
ingredients or packaging materials; changes in laws and regulations relating to
beverage containers and packaging, including container deposit, recycling,
eco-tax and/or product stewardship laws or regulations; adoption of significant
additional labeling or warning requirements; unfavorable general economic
conditions in the United States or other major markets; unfavorable economic
and political conditions in international markets, including civil unrest and
product boycotts; changes in commercial or market practices and business model
within the European Union; litigation uncertainties; adverse weather
conditions; our ability to maintain brand image and corporate reputation as
well as other product issues such as product recalls; changes in legal and
regulatory environments; changes in accounting standards and taxation
requirements; our ability to achieve overall long-term goals; our ability to
protect our information systems; additional impairment charges; our ability to
successfully manage Company-owned bottling operations; the impact of climate change
on our business; global or regional catastrophic events; risks related to our
acquisition of Coca-Cola Enterprises Inc.’s North American operations; and
other risks discussed in our Company’s filings with the Securities and Exchange
Commission (SEC), including our Annual Report on Form 10-K, which filings
are available from the SEC. You should not place undue reliance on
forward-looking statements, which speak only as of the date they are made. The
Coca-Cola Company undertakes no obligation to publicly update or revise any
forward-looking statements.
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