Form 8-K Dr Pepper Snapple Group, For: Jun 19
Tweet
Share
E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 19, 2017
(Exact name of registrant as specified in its charter)
Delaware | 001-33829 | 98-0517725 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) | |||
5301 Legacy Drive, Plano, Texas 75024
(Address of principal executive offices, including zip code)
(972) 673-7000
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ] | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01 Other Events.
On June 19, 2017, Dr Pepper Snapple Group, Inc. (the "Company") issued a press release announcing the expiration and final results of its previously announced cash tender offers (the "Tender Offers") for its 7.45% Senior Notes due 2038 (the "2038 Notes") and its 6.82% Senior Notes due 2018 (the "2018 Notes" and, together with the 2038 Notes, the "Notes").
The Tender Offers expired at 11:59 p.m., New York City time, on June 16, 2017. Pursuant to the terms of the Tender Offers, the Company accepted for purchase $124,996,000 in aggregate principal amount of its 2038 Notes and $62,719,000 in aggregate principal amount of its 2018 Notes that were validly tendered and not withdrawn in the Tender Offers. DPS expects to make payment for the Notes accepted for purchase in same-day funds on June 19, 2017, for aggregate consideration of approximately $248,145,345, excluding accrued and unpaid interest.
The Tender Offers were only conducted pursuant to the terms and subject to the conditions set forth in the Company’s offer to purchase, dated May 19, 2017, and the related letter of transmittal and were made only to such persons and in such jurisdictions as is permitted under applicable law.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT | |||
NUMBER | DESCRIPTION | ||
99.1 | Dr Pepper Snapple Group, Inc. Press Release dated June 19, 2017 — ''Dr Pepper Snapple Group Announces Expiration and Final Results of its Cash Tender Offers for its 7.45% Senior Notes Due 2038 and 6.82% Senior Notes Due 2018''. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
DR PEPPER SNAPPLE GROUP, INC. | ||||
Date: June 19, 2017 | ||||
By: | /s/ James L. Baldwin | |||
Name: | James L. Baldwin | |||
Title: | Executive Vice President, General Counsel & Secretary | |||
EXHIBIT INDEX
Exhibit | |||
Number | Description | ||
99.1 | Dr Pepper Snapple Group, Inc. Press Release dated June 19, 2017 — ''Dr Pepper Snapple Group Announces Expiration and Final Results of its Cash Tender Offers for its 7.45% Senior Notes Due 2038 and 6.82% Senior Notes Due 2018''. | ||
| Exhibit 99.1 | |||
FOR IMMEDIATE RELEASE | Contacts: | Media Relations Chris Barnes, (972) 673-5539 | ||
Investor Relations Heather Catelotti, (972) 673-5869 | ||||
DR PEPPER SNAPPLE GROUP ANNOUNCES EXPIRATION AND FINAL RESULTS OF ITS CASH TENDER OFFERS FOR ITS 7.45% SENIOR NOTES DUE 2038 AND 6.82% SENIOR NOTES DUE 2018
Plano, TX, June 19, 2017 - Dr Pepper Snapple Group, Inc. (NYSE: DPS) today announced the expiration and final results of its previously announced cash tender offers (the “Tender Offers”) for its 7.45% Senior Notes due 2038 (the “2038 Notes”) and 6.82% Senior Notes due 2018 (the “2018 Notes” and, together with the 2038 Notes, the “Notes”). As of 11:59 p.m., New York City time, on June 16, 2017 (such date and time, the “Expiration Date”), DPS received valid tenders totaling $219.630 million aggregate principal amount of the Notes.
The following table sets forth the aggregate principal amounts of each series of Notes that were validly tendered and not validly withdrawn on or prior to the Expiration Date.
Title of Securities and CUSIP Numbers | Principal Amount Outstanding | 2038 Tender Cap | Acceptance Priority Level | Tender Consideration | Total Consideration(1)(2) | Principal Amount Tendered | Principal Amount Accepted for Purchase | |||||||
7.45% Notes due 2038 (CUSIP No. 26138EAJ8) | $250,000,000 | $125,000,000 | 1 | $1,431.25 | $1,461.25 | $156,911,000 | $124,996,000 | |||||||
6.82% Notes due 2018 (CUSIP No. 26138EAH2) | $364,128,000 | N/A | 2 | $1,014.27 | $1,044.27 | $62,719,000 | $62,719,000 | |||||||
_____________________________________________________
(1) | Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by DPS. |
(2) | The Total Consideration for each series of Notes is inclusive of the Early Tender Premium (as defined in the Offer to Purchase) but exclusive of accrued interest. |
As previously announced, because the $156.911 million aggregate principal amount of the 2038 Notes tendered and not validly withdrawn at or before the Early Tender Date exceeds the maximum aggregate principal amount of $125 million (the “2038 Tender Cap”), DPS is not accepting for purchase, subject to the terms and conditions of the Tender Offers, all of the 2038 Notes that have been tendered. Instead, DPS has accepted the 2038 Notes that were validly tendered and not validly withdrawn at or before the Early Tender Date for purchase on a pro rata basis up to the 2038 Tender Cap using a proration rate of approximately 79.7% for the 2038 Notes. DPS has also accepted for purchase all $62.719 million aggregate principal amount of 2018 Notes that were validly tendered and not validly withdrawn as of the Expiration Date. DPS expects to make payment for the Notes accepted for purchase in same-day funds later today, June 19, 2017, for aggregate consideration of approximately $248.145 million, excluding accrued and unpaid interest.
1
This press release is for informational purposes only. The Tender Offers were made solely by means of the related Offer to Purchase and the Letter of Transmittal. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any new securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful. Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer to Purchase.
Morgan Stanley & Co. LLC is the Dealer Manager for the Tender Offers. Questions regarding the Tender Offers may be directed to Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free). Requests for the Offer to Purchase and the Letter of Transmittal may be directed to D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005 Attn: Andrew Beck, (212) 269-5550 (for banks and brokers) or (877) 536-1556 (for all others).
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about future events, future financial performance including earnings estimates, plans, strategies, expectations, prospects, competitive environment, regulation, and cost and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” or the negative of these terms or similar expressions. These forward-looking statements have been based on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016, and our other filings with the Securities and Exchange Commission. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required by applicable securities laws.
About Dr Pepper Snapple Group
Dr Pepper Snapple Group (NYSE: DPS) is a leading producer of flavored beverages in North America and the Caribbean. Our success is fueled by more than 50 brands that are synonymous with refreshment, fun and flavor. We have seven of the top 10 non-cola soft drinks, and nine of our 10 leading brands are No. 1 or No. 2 in their flavor categories. In addition to our flagship Dr Pepper and Snapple brands, our portfolio includes 7UP, A&W, Bai, Canada Dry, Clamato, Crush, Hawaiian Punch, IBC, Mott's, Mr & Mrs T mixers, Peñafiel, Rose's, Schweppes, Squirt and Sunkist soda. To learn more about our iconic brands and Plano, Texas-based company, please visit www.DrPepperSnapple.com. For our latest news and updates, follow us at www.Facebook.com/DrPepperSnapple or www.Twitter.com/DrPepperSnapple.
# # # #
2
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Synaptics Astra™ SL-Series Wins Best in Show at Embedded World
- Sun Valley Investments AG and Mercantil Colpatria S.A. Announce Successful Closing of Sale of Shares of Mineros S.A.
- End of Day Message
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
