The Coca-Cola Company

09/08/2024 | Press release | Distributed by Public on 09/08/2024 20:25

Material Event Form 8 K

Item 8.01. Other Events.

U.S. Dollar-Denominated Notes Offering

On August 7, 2024, The Coca-Cola Company (the "Company") entered into an underwriting agreement (the "Dollar Notes Underwriting Agreement") among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the "Dollar Notes Underwriters"), in connection with the Company's public offering (the "Dollar Notes Offering") of $750,000,000 aggregate principal amount of its 4.650% Notes due 2034 (the "2034 notes"), $1,500,000,000 aggregate principal amount of its 5.200% Notes due 2055 (the "2055 notes") and $750,000,000 aggregate principal amount of its 5.400% Notes due 2064 (the "2064 notes", and collectively with the 2034 notes and the 2055 notes, the "Dollar Notes"). The 2064 notes constitute a further issuance of the Company's 5.400% Notes due 2064, of which $900,000,000 aggregate principal amount was issued on May 13, 2024 (the "existing 2064 notes"). The 2064 notes have the same CUSIP number and will trade interchangeably with the existing 2064 notes. Pursuant to the Dollar Notes Underwriting Agreement, the Company agreed to sell the Dollar Notes to the Dollar Notes Underwriters, and the Dollar Notes Underwriters agreed to purchase the Dollar Notes for resale. The Dollar Notes Offering is expected to close on or about August 14, 2024, subject to customary closing conditions.

The Dollar Notes Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Dollar Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

Euro-Denominated Notes Offering

On August 8, 2024, the Company entered into an underwriting agreement (the "Euro Notes Underwriting Agreement") among the Company and the underwriters named therein (the "Euro Notes Underwriters") in connection with the Company's public offering (the "Euro Notes Offering") of €500,000,000 aggregate principal amount of its 3.375% Notes due 2037 and €500,000,000 aggregate principal amount of its 3.750% Notes due 2053 (collectively, the "Euro Notes" and, together with the Dollar Notes, the "Notes"). Pursuant to the Euro Notes Underwriting Agreement, the Company agreed to sell the Euro Notes to the Euro Notes Underwriters, and the Euro Notes Underwriters agreed to purchase the Euro Notes for resale. The Euro Notes Offering is expected to close on or about August 15, 2024, subject to customary closing conditions.

The Euro Notes Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Euro Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The offerings of the Notes were made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-268053) filed with the Securities and Exchange Commission (the "SEC") on October 28, 2022.

The Company intends to use the net proceeds from the offerings of the Notes for general corporate purposes, which may include working capital, capital expenditures, acquisitions of or investments in businesses or assets and redemption and repayment of short-term or long-term borrowings, as well as for making any potential payments in connection with the Company's ongoing tax litigation with the United States Internal Revenue Service and the Company's final contingent consideration payment in 2025 in connection with its acquisition of fairlife, LLC.

The Dollar Notes Underwriting Agreement and the Euro Notes Underwriting Agreement are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.