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Keurig Dr Pepper 8-K Report, Corporate Update (Mar 5, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed March 5, 2024
Period End
February 29, 2024
Security
KDP
In the record · 2016–202610-K1210-Q338-K216

KDP filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 216 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jan ’18Jan ’18
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Leadership change8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K filed March 5, 2024. Cited figures are marked; the original filing is the authoritative source.

On March 5, 2024, Keurig Dr Pepper Inc. (KDP) disclosed the closing of a registered secondary offering in which its majority stockholder, JAB BevCo B.V., sold 86,956,522 shares of KDP common stock for gross proceeds to the selling stockholder of approximately $2.5 billiona.

Morgan Stanley & Co. LLC acted as underwriter and purchased 51,956,522 of the shares on March 5, 2024. KDP agreed to repurchase the remaining 35,000,000 shares at the per-share price paid by the underwriter, with that repurchase expected to be completed on March 8, 2024. KDP stated that it did not receive any proceeds from the sale of shares by the selling stockholder, which is a holding company majority-owned by JAB Holding Company s.à.r.l.

Separately, on March 4, 2024, KDP entered into an underwriting agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC for senior notes offerings. The offering comprises a $350 millionb floating rate senior note due 2027, $750 million of 5.100% senior notes due 2027, $750 million of 5.050% senior notes due 2029, $500 million of 5.200% senior notes due 2031 and $650 million of 5.300% senior notes due 2034.

KDP estimates net proceeds of approximately $2,979 millionc after underwriting discounts and offering expenses, with closing expected on March 7, 2024. KDP intends to use a portion of the net notes proceeds to fund the share repurchase and the remainder for general corporate purposes, including repaying outstanding commercial paper and/or certain outstanding senior notes. The notes offering is not contingent on completion of the repurchase.

02—Key points

Key Highlights

  1. JAB BevCo B.V. completed a registered secondary offering of 86,956,522 KDP common shares on March 5, 2024, with gross proceeds to the selling stockholder of approximately $2.5 billion.
  2. KDP received no proceeds from the secondary offering; the selling stockholder is majority-owned by JAB Holding Company s.à.r.l.
  3. KDP agreed to repurchase 35,000,000 shares from the offering at the underwriter's per-share price, with completion expected March 8, 2024.
  4. KDP entered into an underwriting agreement on March 4, 2024 to issue $350 million floating rate senior notes due 2027, $750 million 5.100% notes due 2027, $750 million 5.050% notes due 2029, $500 million 5.200% notes due 2031 and $650 million 5.300% notes due 2034.
  5. Estimated net proceeds from the notes offering are approximately $2,979 million, with closing expected March 7, 2024.
  6. Notes proceeds are intended to fund the share repurchase and for general corporate purposes, including repaying commercial paper and/or certain outstanding senior notes.
  7. The notes offering is not contingent on consummation of the share repurchase.

03—Questions

Frequently Asked Questions

  1. Did Keurig Dr Pepper receive any proceeds from the secondary offering of its shares?

    No. The filing states that the Company did not receive any proceeds from the sale of common stock by the Selling Stockholder, JAB BevCo B.V.

  2. How many shares did KDP agree to repurchase in connection with the secondary offering, and when is it expected to close?

    KDP agreed to repurchase 35,000,000 shares of common stock at the per-share price paid by the underwriter, with completion expected on March 8, 2024.

  3. How will KDP use the proceeds from its senior notes offering?

    KDP intends to use a portion of the net proceeds to fund the share repurchase and the remainder for general corporate purposes, including repayment of outstanding commercial paper borrowings and/or certain outstanding senior notes.

  4. What are the terms and maturities of the notes KDP agreed to issue?

    The notes comprise $350 million of floating rate senior notes due 2027, $750 million of 5.100% senior notes due 2027, $750 million of 5.050% senior notes due 2029, $500 million of 5.200% senior notes due 2031 and $650 million of 5.300% senior notes due 2034. Closing is expected on March 7, 2024, subject to customary conditions.

  5. Is the notes offering dependent on the share repurchase being completed?

    No. The filing states that the Notes Offering is not contingent on the consummation of the Repurchase.

04—Continue

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