The Coca-Cola Company ("Company") today announced the pricing of its
offer to certain eligible holders to exchange specified series of
outstanding debt securities issued by Coca-Cola Refreshments USA, Inc.
("CCR"), a wholly-owned subsidiary of the Company, for a combination of
debt securities to be issued by the Company and cash, the complete terms
of which are set forth in an Offering Memorandum, dated August 3, 2011,
and the related Letter of Transmittal.
The principal amount of CCR notes of each series tendered at or prior to
5:00 p.m., New York City time, on August 16, 2011 (the "Early
Participation Date") and accepted for exchange on the early settlement
date, which the Company expects to be August 19, 2011 (the Early
Settlement Date"), is set forth in a press release the Company issued
earlier today.
The table below indicates, among other things, the total exchange
price for each $1,000 principal amount at maturity of CCR notes tendered
for 1.80% notes due 2016 (CUSIP nos. 191216AS9 and U19121AG4) to be
issued by the Company ("2016 Notes") and cash and accepted for payment
pursuant to the exchange offer (as calculated in accordance with the
Offering Memorandum):
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CUSIP Numbers
|
|
Title of Security
|
|
Reference U.S. Treasury Security
|
|
Yield of Reference U.S. Treasury Security
at Pricing Time
|
|
Fixed Spread (basis points)
|
|
Yield Used to Price CCR Notes
|
|
Total Exchange Price(1)
|
|
Total Exchange Price Breakdown(1)
|
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|
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Principal amount of 2016 Notes
|
|
Cash, excluding net accrued interest(2)
|
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|
|
|
|
|
|
|
|
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|
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191219BT0
|
|
7.375% notes due 2014
|
|
0.625% due July 15, 2014
|
|
0.325%
|
|
+20
|
|
0.525%
|
|
$1,172.54
|
|
$1,000
|
|
$158.24
|
|
191219BV5
|
|
4.25% notes due 2015
|
|
2.375% due February 28, 2015
|
|
0.504%
|
|
+35
|
|
0.854%
|
|
$1,117.95
|
|
$1,000
|
|
$103.65
|
|
191219BS2
|
|
5.00% notes due 2013
|
|
0.375% due July 31, 2013
|
|
0.194%
|
|
+25
|
|
0.444%
|
|
$1,090.12
|
|
$1,000
|
|
$75.82
|
|
191219BU7
|
|
3.75% notes due 2012
|
|
0.375% due July 31, 2013
|
|
0.194%
|
|
+0
|
|
0.194%
|
|
$1,018.95
|
|
$1,000
|
|
$4.65
|
|
191219AN4
|
|
8.50% notes due 2012
|
|
0.375% due July 31, 2013
|
|
0.194%
|
|
-5
|
|
0.144%
|
|
$1,037.58
|
|
$1,000
|
|
$23.28
|
|
|
|
|
|
|
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|
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(1) Per $1,000 principal amount at maturity of CCR notes accepted
for exchange.
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|
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(2) The cash payment per $1,000 principal amount at maturity of
CCR notes tendered after the Early Participation Date and accepted
for exchange will be reduced by the amount of the applicable Early
Participation Payment set forth in the Offering Memorandum.
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The table below indicates, among other things, the total exchange
price for each $1,000 principal amount at maturity of CCR notes tendered
for 3.30% notes due 2021 (CUSIP nos. 191216AT7 and U19121AH2) to be
issued by the Company (the "2021 Notes" and, together with the 2016
Notes, the "New Notes") and cash and accepted for payment pursuant to
the exchange offer (as calculated in accordance with the Offering
Memorandum):
|
CUSIP Numbers
|
|
Title of Security
|
|
Reference U.S. Treasury Security
|
|
Yield of Reference U.S. Treasury Security
at Pricing Time
|
|
Fixed Spread (basis points)
|
|
Yield Used to Price CCR Notes
|
|
Total Exchange Price(1)
|
|
Total Exchange Price Breakdown(1)
|
|
|
|
|
|
|
|
|
Principal amount of 2021 Notes
|
|
Cash, excluding net accrued interest(2)
|
|
|
|
|
|
|
|
|
|
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|
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|
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191219AP9
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8.50% notes due 2022
|
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3.125% due May 15, 2021
|
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2.178%
|
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+65
|
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2.828%
|
|
$1,510.05
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$1,000
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$475.29
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191219AQ7
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8.00% notes due 2022
|
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3.125% due May 15, 2021
|
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2.178%
|
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+75
|
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2.928%
|
|
$1,476.66
|
|
$1,000
|
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$441.90
|
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191219AU8
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6.75% notes due 2023
|
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3.125% due May 15, 2021
|
|
2.178%
|
|
+80
|
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2.978%
|
|
$1,380.13
|
|
$1,000
|
|
$345.37
|
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191219BB9
|
|
7.125% notes due 2017
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2.25% due July 31, 2018
|
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1.520%
|
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+0
|
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1.520%
|
|
$1,317.70
|
|
$1,000
|
|
$282.94
|
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191219BW3
|
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4.50% notes due 2019
|
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3.125% due May 15, 2021
|
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2.178%
|
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+5
|
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2.228%
|
|
$1,165.43
|
|
$1,000
|
|
$130.67
|
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191219AW4
|
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7.00% notes due 2026
|
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4.375% due May 15, 2041
|
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3.631%
|
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+20
|
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3.831%
|
|
$1,361.04
|
|
$1,000
|
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$326.28
|
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191219AY0
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6.95% notes due 2026
|
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4.375% due May 15, 2041
|
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3.631%
|
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+20
|
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3.831%
|
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$1,357.45
|
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$1,000
|
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$322.69
|
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191219BE3
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6.75% notes due 2028
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4.375% due May 15, 2041
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3.631%
|
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+30
|
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3.931%
|
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$1,348.14
|
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$1,000
|
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$313.38
|
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191219AX2
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6.70% notes due 2036
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4.375% due May 15, 2041
|
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3.631%
|
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+55
|
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4.181%
|
|
$1,389.66
|
|
$1,000
|
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$354.90
|
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191219BC7
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6.75% notes due 2038
|
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4.375% due May 15, 2041
|
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3.631%
|
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+55
|
|
4.181%
|
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$1,408.35
|
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$1,000
|
|
$373.59
|
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191219AV6
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Zero Coupon Notes due 2020
|
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3.125% due May 15, 2021
|
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2.178%
|
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+25
|
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2.428%
|
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$807.96
|
|
$485.38
|
|
$305.71
|
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(1) Per $1,000 principal amount at maturity of CCR notes accepted
for exchange. The term "principal amount," where used with respect
to the Zero Coupon Notes due 2020, are references to their
accreted amount as of the Early Settlement Date and the term
"principal amount at maturity," where used with respect to the
Zero Coupon Notes due 2020, are references to their principal
amount payable at maturity of $1,000 per note.
|
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(2) The cash payment per $1,000 principal amount at maturity of
CCR notes tendered after the Early Participation Date and accepted
for exchange will be reduced by the amount of the applicable Early
Participation Payment set forth in the Offering Memorandum.
|
|
|
Each holder whose CCR notes are accepted for exchange by the Company
will receive a cash payment representing interest, if any, that has
accrued from the most recent interest payment date in respect of the CCR
notes to but not including the applicable settlement date. Holders will
not be entitled to interest accrued on the New Notes from August 10,
2011 to but not including the applicable settlement date although the
first interest payment following the applicable settlement date will
include the interest accrued during such period. Accordingly, interest
accrued on the New Notes up to but not including the applicable
settlement date will be deducted from the interest payable by the
Company on the CCR notes. If the amount of interest accrued on the New
Notes up to but not including the applicable settlement date exceeds the
amount of interest payable by the Company on the CCR notes, then the
excess will be deducted from the cash portion of the consideration
payable by the Company in respect of the total exchange price or the
exchange price, as the case may be. Holders of Zero Coupon Notes due
2020 do not receive any periodic cash payments representing interest and
therefore the interest accrued on the New Notes up to but not including
the applicable settlement date will be deducted from the cash portion of
the consideration payable by the Company to holders of Zero Coupon Notes
due 2020 in respect of the total exchange price or the exchange price,
as the case may be.
The exchange offer is scheduled to expire at midnight, New York City
time, on August 30, 2011, unless extended or earlier terminated. Holders
of CCR notes subject to the exchange offer who tender their CCR notes
for New Notes and cash after the Early Participation Date but prior to
the expiration date will be eligible to receive the total exchange price
minus the early participation payment set forth in the Offering
Memorandum per $1,000 principal amount at maturity of CCR notes tendered
and accepted for exchange. In such case, the early participation payment
will be deducted from the cash portion of the total exchange price. The
aggregate principal amount at maturity of CCR notes accepted for
exchange on the Early Settlement Date will reduce the maximum principal
amount of CCR notes that may be accepted for exchange on any subsequent
settlement date, as more fully set forth in the Offering Memorandum.
Tenders of CCR notes in the exchange offer may no longer be withdrawn,
except where additional withdrawal rights are required by law (as
determined by the Company in its sole discretion). Consummation of the
exchange offer is subject to a number of conditions, including a "tax
fungibility condition" as set forth in the Offering Memorandum and the
absence of certain adverse legal and market developments.
The 2016 Notes will constitute a further issuance of, form a single
series with, and have the same CUSIP numbers as, the 1.80% notes due
2016 that the Company issued for cash on August 10, 2011. The 2021 Notes
will constitute a further issuance of, form a single series with, and
have the same CUSIP numbers as, the 3.30% notes due 2021 that the
Company issued for cash on August 10, 2011.
The table below indicates, among other things, the New Note Value
attributed to the 2016 Notes and 2021 Notes for purposes of the exchange
offer (as calculated in accordance with the Offering Memorandum):
|
CUSIP Numbers
|
|
Title of Security
|
|
Reference U.S. Treasury Security
|
|
|
Yield of Reference U.S. Treasury
Security at Pricing Time
|
|
|
Fixed Spread (basis points)
|
|
|
Yield Used to Price New Notes
|
|
|
New Note Value (1)
|
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|
|
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|
|
191216AS9 and U19121AG4
|
|
1.80% notes due 2016
|
|
1.50% due July 31, 2016
|
|
|
0.934%
|
|
|
+57
|
|
|
1.504%
|
|
|
$1,014.30
|
|
191216AT7 and U19121AH2
|
|
3.30% notes due 2021
|
|
3.125% due May 15, 2021
|
|
|
2.178%
|
|
|
+72
|
|
|
2.898%
|
|
|
$1,034.76
|
|
|
|
|
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(1) Per $1,000 principal amount.
|
|
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If and when issued, the New Notes will not have been registered under
the Securities Act of 1933, as amended (the "Securities Act") or any
state securities laws. The New Notes may not be offered or sold in the
United States or to any U.S. persons except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws.
The exchange offer is only made, and copies of the exchange offer
documents will only be made available, to a holder of CCR notes who has
certified in an eligibility letter certain matters to the Company,
including its status as a "qualified institutional buyer" as defined in
Rule 144A under the Securities Act or that it is a person other than a
"U.S. person" as defined in Rule 902 under the Securities Act. Holders
of CCR notes who desire a copy of the eligibility letter may contact
Global Bondholder Services Corporation toll-free at (866) 488-1500 or at
(212) 430-3774 (banks and brokerage firms).
This news release does not constitute an offer or an invitation by the
Company to participate in the exchange offer in any jurisdiction in
which it is unlawful to make such an offer or solicitation in such
jurisdiction.
Forward-Looking Statements
This news release includes forward-looking statements. Actual events and
results may differ materially from those projected. The statements in
this news release regarding the planned exchange offer, the terms
thereof and other statements that are not historical facts are
forward-looking statements. Factors that could affect actual results
include general market conditions and other factors discussed in the
Company's Form 10-K for the period ended December 31, 2010, the
Company's Form 10-Qs for the periods ended April 1, 2011 and July 1,
2011, and the Company's other filings with the SEC.
