ATLANTA--(BUSINESS WIRE)--The Coca-Cola Company (NYSE: KO) today announced its offers to purchase for cash any and all of the outstanding (i) notes of the Company denominated in U.S. dollars listed in Table I below and (ii) notes of the Company denominated in Euros listed in Table II below. The Dollar Notes and the Euro Notes are referred to collectively herein as the “Notes“ and such offers to purchase as the “Offers“ and each an “Offer.“ As of September 14, 2020, approximately $4.57 billion aggregate principal amount of Dollar Notes and €3.05 billion aggregate principal amount of Euro Notes were outstanding.

Each Offer is made upon the terms and subject to the conditions set forth in the offer to purchase, dated September 14, 2020 (as may be amended or supplemented from time to time, the “Offer to Purchase“), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery“ and, together with the Offer to Purchase, the “Tender Offer Documents“). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

All documentation relating to the Offers, including the Offer to Purchase and the Notice of Guaranteed Delivery, together with any updates, are available from the Information Agent and the Tender Agent, as set forth below, and will also be available via the Offer Website: http://www.dfking.com/ko.

Timetable for the Offers

Purpose of the Offers

The primary purpose of the Offers is to acquire up to all of the outstanding Notes listed on Table I and Table II above. The Offers are being made in connection with our proposed registered offerings of new senior notes denominated in U.S. dollars (the “New Dollar Notes Offering“) and new senior notes denominated in Euros (the “New Euro Notes Offering“ and, together with the New Dollar Notes Offering, the “New Notes Offerings“). The Offers for any and all of the Dollar Notes are expected to be funded by the concurrent New Dollar Notes Offering and the Offers for any and all of the Euro Notes are expected to be funded by the concurrent New Euro Notes Offering. Each Offer is subject to the satisfaction of certain conditions as more fully described under the heading “Description of the Offers—Financing Conditions“ in the Offer to Purchase including, among other things, with respect to the Offers for the Dollar Notes, the Dollar Notes Financing Condition and, with respect to the Offers for the Euro Notes, the Euro Notes Financing Condition. Notes that are accepted in the Offers will be purchased, retired and cancelled by us and will no longer remain outstanding obligations of ours.

Details of the Offers

The Offers will expire at 5:00 p.m. (New York City time) on September 18, 2020 with respect to any Offer (as the same may be extended with respect to such Offer, the “Expiration Date“). Tendered Notes may be withdrawn at any time prior to 5:00 p.m. (New York City time), on September 18, 2020 with respect to each Offer (as the same may be extended with respect to any Offer, the “Withdrawal Date“), but not thereafter, except as required by applicable law as described in the Offer to Purchase. None of the Offers is conditioned on completion of any of the other Offers, and each Offer otherwise operates independently from the other Offers. None of the Offers is conditioned on any minimum amount of Notes being tendered.

For a Holder who holds Notes through DTC to validly tender Notes pursuant to the Offers, an Agent’s Message and any other required documents must be received by the Tender Agent at its address set forth on the Offer to Purchase at or prior to the Expiration Date or, if pursuant to the Guaranteed Delivery Procedures, at or prior to 5:00 p.m. (New York City time) on September 22, 2020 (the “Guaranteed Delivery Date“). For a Holder who holds Notes through Clearstream or Euroclear to validly tender Notes pursuant to the Offers, such Holder must tender such Notes by the submission of valid Tender Instructions in accordance with the procedures described in the Offer to Purchase and of such Clearing System, as applicable. There is no letter of transmittal for the Offer to Purchase.

Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders who (i) validly tender Notes at or prior to the Expiration Date (and do not validly withdraw such Notes at or prior to the Withdrawal Date) or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery (or comply with ATOP procedures applicable to guaranteed delivery) and all other required documents at or prior to the Expiration Date and validly tender their Notes at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and, in each case, whose Notes are accepted for purchase by us, will receive the applicable Total Consideration for each $1,000 or €1,000 principal amount of Notes, as applicable, which will be payable in cash. We will accept and pay for all validly tendered and not validly withdrawn Notes that are accepted for purchase by us.

The Total Consideration payable for the eight series of fixed-rate Notes listed in Tables I and II above (the “Fixed Rate Notes“) will be a price per $1,000 or €1,000 principal amount of such series of Fixed Rate Notes, as applicable, that is accepted for purchase equal to an amount, calculated in accordance with the respective formulas described in the Offer to Purchase, that would reflect, as of the Initial Settlement Date, a yield to the maturity date of such series of Fixed Rate Notes equal to the sum of (i) the Reference Yield for such series, determined at 10:00 a.m. (New York City time), for the Dollar Notes, or 3:00 p.m. (London time), for the three series of fixed-rate Euro-denominated Notes listed in Table II above (the “Euro Fixed Rate Notes“), on September 18, 2020 (subject to certain exceptions set forth in the Offer to Purchase, such time and date, as the same may be extended, the “Price Determination Time“) plus (ii) the fixed spread applicable to such series, as set forth in the tables above (the “Fixed Spread“), in each case minus the accrued and unpaid interest on such Notes to, but not including, the Initial Settlement Date (the “Accrued Coupon Payment“). The “Reference Yield“ means (i) with respect to each series of Dollar Notes, the yield of the reference security listed in the table for the Dollar Notes above for such series and (ii) with respect to each series of Euro Fixed Rate Notes, the applicable Comparable Government Bond Rate, each as derived in the manner detailed in the Offer to Purchase.

The Total Consideration payable for the Euro Floating Rate Notes will be €1,003.00 per €1,000 principal amount of the Euro Floating Rate Notes accepted for purchase.

In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures.

Each Offer is subject to certain conditions, including, among other things, with respect to the Offers for the Dollar Notes, the Dollar Notes Financing Condition and, with respect to the Offers for the Euro Notes, the Euro Notes Financing Condition, and certain customary conditions. Subject to applicable law and limitations described in the Offer to Purchase, we may waive any of the conditions in our sole discretion.

Our obligation to accept and pay for any Dollar Notes validly tendered and not validly withdrawn is conditioned on our receipt of aggregate proceeds (before underwriters’ discounts and other offering expenses) in the New Dollar Notes Offering, on or prior to the Expiration Date on terms satisfactory to us, in an amount sufficient to fund the purchase of the Dollar Notes tendered in the Offers (the “Dollar Notes Financing Condition“).

Our obligation to accept and pay for any Euro Notes validly tendered and not validly withdrawn is conditioned on our receipt of aggregate proceeds (before underwriters’ discounts and other offering expenses) in the New Euro Notes Offering, on or prior to the Expiration Date on terms satisfactory to us, in an amount sufficient to fund the purchase of the Euro Notes tendered in the Offers (the “Euro Notes Financing Condition“).

If any Notes (other than the 2040 Notes, 2050 Notes and Euro Floating Rate Notes) remain outstanding after the consummation of the Offers, we expect (but are not obligated) to redeem such Notes in accordance with the terms and conditions set forth in the related indenture.

For further details on the procedures for tendering the Notes, please refer to the Offer to Purchase, including the procedures set out under the heading “Description of the Offers—Procedures for Tendering Notes“ in the Offer to Purchase.

About The Coca-Cola Company

The Coca-Cola Company (NYSE: KO) is a total beverage company, offering over 500 brands in more than 200 countries and territories. In addition to the company’s Coca-Cola brand, our portfolio includes AdeS, Ayataka, Costa, Dasani, Del Valle, Fanta, Georgia, Gold Peak, Honest, innocent, Minute Maid, Powerade, Simply, smartwater, Sprite, vitaminwater and ZICO. We’re constantly transforming our portfolio, from reducing sugar in our drinks to bringing innovative new products to market. We’re also working to reduce our environmental impact by replenishing water and promoting recycling. With our bottling partners, we employ more than 700,000 people, helping bring economic opportunity to local communities worldwide.