Coca-Cola tenders, seeks consents for $1.7 billion of 11 note series

By Susanna Moon

Chicago, May 22 – Coca-Cola Co. is tendering for about $1.7 billion principal amount of outstanding notes issued in 11 series by its wholly owned subsidiary Coca-Cola Refreshments USA, Inc.

Coca-Cola also is soliciting consents to amend or eliminate covenants and events of default for the notes to substantially conform to those governing its existing unsecured and unsubordinated debt, according to a company announcement.

Pricing will be set at 11 a.m. ET on June 6 using the bid-side price of a reference security plus a fixed spread, with the consent payments as follows:

• $170,926,000 of zero-coupon notes due June 20, 2020 will price using the 1.5% Treasury note due May 15, 2020 plus 20 basis points with a consent payment of $1.00 per $1,000;

• $327,097,000 of 8.5% debentures due Feb. 1, 2022 will price using the 1.875% Treasury note due April 30, 2022 plus 20 bps with a consent payment of $1.25 per $1,000;

• $133,208,000 of 8% debentures due Sept. 15, 2022 will price using the 1.875% Treasury note due April 30, 2022 plus 30 bps with a consent payment of $1.25 per $1,000;

• $127,775,000 of 6.75% debentures due Sept. 15, 2023 will price using the 2% Treasury note due April 30, 2024 plus 30 bps with a consent payment of $1.50 per $1,000;

• $110,187,000 of 7% debentures due Oct. 1, 2026 will price using the 2.375% Treasury note due May 15, 2027 plus 50 bps with a consent payment of $2.00 per $1,000;

• $205,522,000 of 6.95% debentures due 2026 will price using the 2.375% Treasury note due May 15, 2027 plus 50 bps with a consent payment of $2.00 per $1,000;

• $172,602,000 of 6.75% debentures due 2028 will price using the 2.375% Treasury note due May 15, 2027 plus 65 bps with a consent payment of $2.50 per $1,000;

• $152,212,000 of 6.7% debentures due 2036 will price using the 3% Treasury note due Feb. 15, 2047 plus 70 bps with a consent payment of $3.25 per $1,000;

• $4.39 million of 5.71% medium-term notes will price using the 3% Treasury note due Feb. 15, 2047 plus 70 bps with a consent payment of $3.25 per $1,000;

• $113,137,000 of 6.75% debentures due 2038 will price using the 3% Treasury note due Feb. 15, 2047 plus 75 bps with a consent payment of $3.50 per $1,000; and

• $195,041,000 of 7% debentures due 2098 will price using the 3% Treasury note due Feb. 15, 2047 plus 130 bps with a consent payment of $5.00 per $1,000.

The total purchase price includes an early tender premium of $30.00 per $1,000 principal amount of notes tendered by 5 p.m. ET on June 5, the early tender and consent date.

The tender offer and consent solicitation will remain open until 11:59 p.m. ET on June 20.

Holders may withdraw tendered notes and revoke consents before the early tender and consent date.

Settlement is expected to occur June 22.

BofA Merrill Lynch (888 292-0070 or 980 683-3215), J.P. Morgan Securities LLC (866 834-4666 or 212 834-4811) and Santander Investment Securities Inc. (855 404-3636 or 212 940-1442) are the dealer managers and solicitation agents. D.F. King & Co., Inc. (888 605-1956, 212 269-5550 or KO@dfking.com) is the tender and information agent.

Coca-Cola is an Atlanta-based beverage company.

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