The Coca-Cola Company Announces Total Consideration for Its Any and All Offer
ATLANTA--(BUSINESS WIRE)-- The Coca-Cola Company ("TCCC" or the "Company") today announced the reference yield and the total consideration for each series of notes subject to its previously announced Any and All Offer. In the Any and All Offer, the Company is offering to purchase any and all of specified series of outstanding debt securities issued by the Company and its wholly-owned subsidiary, Coca-Cola Refreshments USA, Inc. ("CCR").
The total consideration for each series of notes is based on the applicable reference yield plus a fixed spread as set forth in the table below. All payments for notes purchased in the Any and All Offer will also include accrued and unpaid interest on the principal amount tendered up to, but not including, the Any and All Offer settlement date, which is currently expected to be Tuesday, November 16, 2010.
Total
Title of Reference U.S. Reference Fixed Spread Consideration
Issuer Security Treasury Yield (basis points) per $1,000
Security principal
amount
7.125% 2.625% due
CCR Debentures due August 15, 0.02833 10 $1,253.54
2017 2020
4.500% Notes 2.625% due
CCR due 2019 August 15, 0.02833 15 $1,116.00
2020
Zero Coupon 2.625% due
CCR Notes due 2020 August 15, 0.02833 40 $735.13
2020
8.500% 2.625% due
CCR Debentures due August 15, 0.02833 100 $1,421.90
2022 2020
8.000% 2.625% due
CCR Debentures due August 15, 0.02833 105 $1,387.48
2022 2020
6.750% 2.625% due
CCR Debentures due August 15, 0.02833 110 $1,281.63
2023 2020
7.000% 4.375% due
CCR Debentures due May 15, 2040 0.04343 35 $1,256.12
2026
6.950% 4.375% due
CCR Debentures due May 15, 2040 0.04343 30 $1,258.44
2026
6.750% 4.375% due
CCR Debentures due May 15, 2040 0.04343 30 $1,253.53
2028
6.700% 4.375% due
CCR Debentures due May 15, 2040 0.04343 50 $1,272.43
2036
6.750% 4.375% due
CCR Debentures due May 15, 2040 0.04343 55 $1,277.35
2038
7.000% 4.375% due
CCR Debentures due May 15, 2040 0.04343 95 $1,319.16
2098
TCCC 7.375% Notes 4.375% due 0.04343 95 $1,388.00
due 2093 May 15, 2040
The Any and All offer is scheduled to expire at 5:00 p.m., New York City time, 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 be eligible to receive the total consideration.
The terms and conditions of the Any and All Offer are set forth in the Offer to Purchase, dated November 4, 2010, and the related Letter of Transmittal. The Any and All Offer is 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. That condition has now been satisfied.
The Company has retained Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. to serve as coordinating dealer managers and Goldman, Sachs & Co. and BofA Merrill Lynch 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).
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., BofA Merrill Lynch 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.
Source: The Coca-Cola Company
Released November 15, 2010