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The Coca-Cola Company Announces Expiration of Previously Announced Exchange Offer
Corporate,
August 31, 2011
ATLANTA -- The
In the exchange offer, according to information provided by Global Bondholder Services Corporation, the exchange agent for the exchange offer, $1,021,753,000 aggregate principal amount of CCR notes were validly tendered and not validly withdrawn at or prior to midnight, New York City time, on August 30, 2011 (the "Expiration Date") as more fully set forth below. This amount includes $4,551,000 aggregate principal amount of CCR notes tendered after 5:00 p.m., New York City time, on August 16, 2011 (the "Early Participation Date") but prior to the Expiration Date, and $1,017,202,000 aggregate principal amount of CCR notes previously accepted for exchange on August 19, 2011 (the "Early Settlement Date"). The Company will accept all CCR notes that were tendered for exchange after the Early Settlement Date but on or prior to the Expiration Date and expects to settle the exchange offer for these notes on September 1, 2011 (the "Final Settlement Date").
The table below indicates, among other things, the principal amount at maturity of each series of CCR notes tendered for 1.80% notes due 2016 (CUSIP nos. 191216AS9 and U19121AG4) to be issued by the Company ("2016 Notes") and cash:
The table below indicates, among other things, the principal amount at maturity of each series of CCR notes tendered for 3.30% notes due 2021 (CUSIP nos. 191216AT7 and U19121AH2) to be issued by the Company (the "2021 Notes" and, together with the 2016 Notes, the "New Notes") and cash:
Holders of CCR notes subject to the exchange offer that tendered their CCR notes for New Notes and cash after the Early Participation Date but prior to the Expiration Date will be eligible to receive the applicable total exchange price that was announced by the Company in a press release on August 17, 2011 minus an early participation payment as set forth in the Offering Memorandum. The early participation payment will be deducted from the cash portion of the total exchange price.
Each holder whose CCR notes are accepted for exchange by the Company on the Final Settlement Date will receive a cash payment representing interest, if any, that has accrued from the most recent interest payment date in respect of the CCR notes to but not including the Final Settlement Date. Holders will not be entitled to interest accrued on the New Notes from August 10, 2011 to but not including the Final Settlement Date although the first interest payment following the Final Settlement Date will include the interest accrued during such period. Accordingly, interest accrued on the New Notes up to but not including the Final Settlement Date will be deducted from the interest payable by the Company on the CCR notes. If the amount of interest accrued on the New Notes up to but not including the Final Settlement Date exceeds the amount of interest payable by the Company on the CCR notes, then the excess will be deducted from the cash portion of the consideration payable by the Company in respect of the exchange price. Holders of Zero Coupon Notes due 2020 do not receive any periodic cash payments representing interest and therefore the interest accrued on the New Notes up to but not including the Final Settlement Date will be deducted from the cash portion of the consideration payable by the Company to holders of Zero Coupon Notes due 2020 in respect of the exchange price.
The 2016 Notes issued on the Final Settlement Date will constitute a further issuance of, form a single series with, and have the same CUSIP numbers as, the 2016 Notes issued on the Early Settlement Date and the $1,000,000,000 aggregate principal amount of 1.80% notes due 2016 that the Company issued for cash on August 10, 2011. The 2021 Notes issued on the Final Settlement Date will constitute a further issuance of, form a single series with, and have the same CUSIP numbers as, the 2021 Notes issued on the Early Settlement Date and the $1,000,000,000 aggregate principal amount of 3.30% notes due 2021 that the Company issued for cash on August 10, 2011. Following the Final Settlement Date, $1,654,924,000 aggregate principal amount of the Company's 1.80% notes due 2016 and $1,324,430,000 aggregate principal amount of the Company's 3.30% notes due 2021 will be outstanding.
The New Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The exchange offer was only made to holders of CCR notes who certified in an eligibility letter certain matters to the Company, including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or that it is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act.
This news release does not constitute an offer or an invitation by the Company to participate in the exchange offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.
Forward-Looking Statements
This news release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this news release regarding the planned exchange offer, the terms thereof and other statements that are not historical facts are forward-looking statements. Factors that could affect actual results include general market conditions and other factors discussed in the Company's Form 10-K for the period ended December 31, 2010, the Company's Form 10-Qs for the periods ended April 1, 2011 and July 1, 2011, and the Company's other filings with the SEC.
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