ATLANTA, July 3, 2017 – The
Final Results of Consent Solicitation and Tender Offer for the CCR Notes, including the Extended CCR Notes
The Offer and Solicitation expired at 5:00 p.m., New York City time, on June 20, 2017 with respect to all CCR notes other than the Zero Coupon Notes due June 20, 2020 and the 8.500% Debentures due February 1, 2022 (collectively, the “Extended CCR Notes”) and expired at 5:00 p.m., New York City time, on June 30, 2017 with respect to the Extended CCR Notes.
Today, the Company announced the final results of the Offer and Solicitation for the Extended CCR Notes. Pursuant to the terms of the Offer and Solicitation, the CCR notes, other than the Zero Coupon Notes due June 20, 2020, were validly tendered and accepted and the related consents delivered and not revoked or withdrawn. The following table summarizes the final results for each series of CCR notes:
Series of CCR Notes |
Aggregate Principal Amount Outstanding |
Aggregate Consents Received |
Percentage Consents Received |
Aggregate Principal Amount Tendered |
Percentage Tendered |
Aggregate Consents Received and Amount Tendered |
Percentage Consents Received and Tendered |
Zero Coupon Notes due June 20, 2020 (CUSIP/ISIN:191219AV6/US191219AV64) |
$170,926,000 |
$101,447,000 |
59.35% |
$8,904,000
|
5.21% |
$110,351,000
|
64.56%(1) |
8.500% Debentures due February 1, 2022 (CUSIP/ISIN:191219AP9/US191219AP96) |
$327,097,000 |
$212,675,000
|
65.02% |
$38,627,000
|
11.81% |
$251,302,000
|
76.83% |
8.000% Debentures due September 15, 2022 (CUSIP/ISIN:191219AQ7/US191219AQ79) |
$133,208,000 |
$79,898,000
|
59.98% |
$11,682,000
|
8.77% |
$91,580,000 |
68.75% |
6.750% Debentures due September 15, 2023 (CUSIP/ISIN:191219AU8/US191219AU81) |
$127,775,000 |
$52,906,000
|
41.41% |
$36,510,000
|
28.57% |
$89,416,000 |
69.98% |
7.000% Debentures due October 1, 2026 (CUSIP/ISIN:191219AW4/US191219AW48) |
$110,187,000 |
$76,985,000
|
69.87% |
$9,882,000
|
8.97% |
$86,867,000 |
78.84% |
6.950% Debentures due 2026 (CUSIP/ISIN:191219AY0/US191219AY04) |
$205,522,000 |
$106,078,000
|
51.61% |
$53,805,000
|
26.18% |
$159,883,000 |
77.79% |
6.750% Debentures due 2028 (CUSIP/ISIN:191219BE3/US191219BE31) |
$172,602,000 |
$115,617,000
|
66.98% |
$41,251,000
|
23.90% |
$156,868,000 |
90.88% |
6.700% Debentures due 2036 (CUSIP/ISIN:191219AX2/US191219AX21) |
$152,212,000 |
$116,687,000
|
76.66% |
$31,964,000
|
21.00% |
$148,651,000 |
97.66% |
5.710% Medium-Term Notes (CUSIP/ISIN:19122EAP7/US19122EAP79) |
$4,390,000 |
$0 |
0% |
$3,390,000
|
77.22% |
$3,390,000 |
77.22% |
6.750% Debentures due 2038 (CUSIP/ISIN:191219BC7/US191219BC74) |
$113,137,000 |
$68,957,000
|
60.95% |
$24,323,000
|
21.50% |
$93,280,000 |
82.45% |
7.000% Debentures due 2098 (CUSIP/ISIN: 191219BD5/US191219BD57) |
$195,041,000 |
$186,568,000
|
95.66% |
$4,717,000
|
2.42% |
$191,285,000 |
98.07%(2) |
(1) The requisite consents were not received for the Zero Coupon Notes due June 20, 2020; accordingly, the holders of such notes will not receive the Company’s guarantee or the Consent Payment (as defined in the Amended Statement).
(2) An affiliate of CCR beneficially owns a significant portion of the outstanding principal amount of the 7.00% Debentures due 2098 (the “2098 Notes”) and under the terms of the governing indenture, the portion of the 2098 Notes beneficially owned by the affiliate will be disregarded for the purposes of determining the required consent with respect to the 2098 Notes.
The total consideration for each $1,000 principal amount of CCR notes tendered and accepted for payment pursuant to the tender offer was determined in the manner described in the Amended Statement by reference to the bid-side yield to maturity of the applicable U.S. Treasury Security specified on the cover page of the Original Statement as measured by the dealer managers at 11:00 a.m., New York City time, on June 6, 2017 plus the applicable fixed spread specified on the cover page of the Original Statement. In addition to the total consideration or the tender offer consideration, as applicable, accrued and unpaid interest to, but excluding, the payment date will be paid in cash on the 8.500% Debentures due February 1, 2022 that were validly tendered and accepted in the tender offer. The anticipated payment date for the Offer and Solicitation is Wednesday, July 5, 2017 with respect to the 8.500% Debentures due February 1, 2022.
Holders of the CCR notes may obtain additional copies of the offer to purchase and consent solicitation, as amended, and related materials from D.F. King & Co., Inc. by telephone at (888) 605-1956 (toll free) or (212) 269-5550 (collect), by email at KO@dfking.com, or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. Questions regarding the Offer and Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 683-3215 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect) or Santander Investment Securities Inc. at (855)-404-3636 (toll free) or (212)-940-1442 (collect).
This press release is not a solicitation of consents to the CCR notes, which may be made only pursuant to the terms of the offer to purchase and consent solicitation, as amended. In any jurisdiction where the laws require the Offer and Solicitation to be made by a licensed broker or dealer, the Offer and Solicitation will be deemed made on behalf of the Company by BofA Merrill Lynch, J.P. Morgan Securities LLC and Santander Investment Securities Inc. or one or more registered brokers or dealers under the laws of such jurisdiction.
The Company has filed an effective registration statement (including a prospectus supplement, amendment to the prospectus supplement and accompanying base prospectus) with the Securities and Exchange Commission (the “SEC”) relating to the offering to which this communication relates. Before making an investment in the guarantees, potential investors should read the amended prospectus supplement, the accompanying prospectus and the other documents that we and the Company have filed with the SEC for more complete information about us and the offering. Potential investors may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from: BofA Merrill Lynch, by mail at Attention: Liability Management Group, 214 North Tryon Street, 14th Floor, Charlotte, North Carolina 28255, or by calling (888) 292-0070; J.P. Morgan Securities LLC, by mail at Attention: Liability Management Group, 383 Madison Avenue New York, New York 10179 or by calling (866) 834-4666; or Santander Investment Securities Inc., by mail at Attention: Liability Management Group, 45 East 53rd Street, New York, New York 10022, by calling (855)-404-3636 or by emailing liabilitymanagement@santander.us.
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