01—Abstract
Summary
Summary of the 8-K filed March 7, 2024. Cited figures are marked; the original filing is the authoritative source.
On March 7, 2024, Keurig Dr Pepper Inc. issued $3.0 billiona aggregate principal amount of senior unsecured notes under a Base Indenture and First Supplemental Indenture, both dated March 7, 2024, with U.S. Bank Trust Company, National Association, as trustee.
The offering comprised $350.0 millionb of Floating Rate Senior Notes due 2027 (bearing interest at compounded SOFR plus 0.880%, reset quarterly), $750.0 million of 5.100% Senior Notes due 2027, $750.0 million of 5.050% Senior Notes due 2029, $500.0 million of 5.200% Senior Notes due 2031, and $650.0 million of 5.300% Senior Notes due 2034. The notes were issued in an underwritten offering registered under the Securities Act of 1933. The notes are unsecured, unsubordinated obligations that rank equally in right of payment with the company's current and future unsubordinated indebtedness, and are fully and unconditionally guaranteed by certain domestic subsidiaries and by existing and future subsidiaries that guarantee other company indebtedness.
The fixed rate notes may be redeemed at the company's option under the Indenture terms, while the floating rate notes may not be redeemed before maturity. Upon a change of control triggering event, holders may require repurchase at 101%c of principal plus accrued interest.
The Indenture includes customary events of default and negative covenants limiting secured indebtedness on principal properties, sale and leaseback transactions on principal properties, and certain mergers, consolidations and asset transfers. The filing states that the summary is qualified by the full Indenture text, filed as Exhibits 4.1 and 4.2, and the related legal opinions are filed as Exhibits 5.1 and 5.2.
02—Key points
Key Highlights
- Issued $3.0 billion aggregate principal amount of senior unsecured notes on March 7, 2024.
- Floating Rate Senior Notes due 2027 total $350.0 million and bear interest at compounded SOFR plus 0.880%, reset quarterly.
- Fixed rate notes total $2.65 billion across four tranches: 5.100% due 2027 ($750.0 million), 5.050% due 2029 ($750.0 million), 5.200% due 2031 ($500.0 million), and 5.300% due 2034 ($650.0 million).
- Notes are fully and unconditionally guaranteed by certain domestic subsidiaries and rank equally with the company's other unsubordinated unsecured indebtedness.
- Fixed rate notes are redeemable at the company's option; floating rate notes cannot be redeemed before maturity.
- Change of control triggering event gives holders the right to require repurchase at 101% of principal plus accrued and unpaid interest.
- Indenture contains negative covenants limiting secured debt on principal properties, sale and leaseback transactions, and certain mergers or asset transfers.
03—Questions
Frequently Asked Questions
What did Keurig Dr Pepper issue in this transaction?
The company issued $3.0 billion aggregate principal amount of senior unsecured notes across five series, consisting of floating rate notes due 2027 and fixed rate notes due 2027, 2029, 2031 and 2034, under an indenture dated March 7, 2024 with U.S. Bank Trust Company, National Association, as trustee.
What are the interest terms and maturities of the notes?
The floating rate notes bear interest at compounded SOFR plus 0.880%, reset quarterly, paid March 15, June 15, September 15 and December 15 starting June 15, 2024, and mature March 15, 2027. The fixed rate notes pay interest semi-annually on March 15 and September 15 starting September 15, 2024, with coupons of 5.100% (2027), 5.050% (2029), 5.200% (2031) and 5.300% (2034), maturing March 15 of each respective year.
Are the notes secured, and who guarantees them?
The notes are unsecured and unsubordinated obligations of the company. They are fully and unconditionally guaranteed by certain domestic subsidiaries and by all existing and future subsidiaries that guarantee the company's other indebtedness.
What protections do noteholders have if the company undergoes a change of control?
If a change of control triggering event, as defined in the Indenture, occurs, and subject to certain exceptions, the company must offer holders the opportunity to sell their notes at 101% of principal amount plus accrued and unpaid interest to the date of purchase.
What restrictions does the Indenture place on the company?
The company and its majority-owned subsidiaries are subject to negative covenants limiting their ability to incur indebtedness secured by principal properties, enter into certain sale and leaseback transactions on principal properties, and enter into certain mergers, consolidations and transfers of substantially all assets.
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