01—Abstract
Summary
Summary of the 8-K filed October 30, 2024. Cited figures are marked; the original filing is the authoritative source.
On October 30, 2024, Keurig Dr Pepper Inc. (KDP) disclosed the completion of a registered secondary offering by its majority-controlled holder, JAB BevCo B.V.
(the Selling Stockholder). The offering covered 60,000,000 shares of common stock. Morgan Stanley & Co. LLC, the Underwriter, exercised in full its 30-day option for an additional 9,000,000 shares on October 29, 2024, bringing the total to 69,000,000 shares.
The closing for those 69,000,000 shares occurred on October 30, 2024, with gross proceeds to the Selling Stockholder of approximately $2.3 billiona. The Company did not receive any proceeds from the sale of shares by the Selling Stockholder. The Selling Stockholder is a holding company majority-owned by JAB Holding Company s.à.r.l.
The offering was governed by an Underwriting Agreement dated October 28, 2024, among the Company, the Selling Stockholder and the Underwriter, which is filed as Exhibit 1.1 and incorporated by reference. The filing also states that the offering was made under the Company's previously filed Form S-3 (File No. 333-266989) and a resale prospectus supplement, filed with the SEC on October 30, 2024, for the Offering. The filing does not describe any change to the Company's operations, financial results, or guidance.
02—Key points
Key Highlights
- JAB BevCo B.V., the Selling Stockholder, completed a registered secondary offering of 60,000,000 shares of KDP common stock.
- Morgan Stanley & Co. LLC exercised its 30-day option in full on October 29, 2024, for an additional 9,000,000 shares, for a total of 69,000,000 shares.
- Closing for the 69,000,000 shares occurred on October 30, 2024, with gross proceeds to the Selling Stockholder of approximately $2.3 billion.
- KDP did not receive any proceeds from the sale of shares by the Selling Stockholder.
- The Selling Stockholder is a holding company majority-owned by JAB Holding Company s.à.r.l.
- The Underwriting Agreement is dated October 28, 2024, and is filed as Exhibit 1.1.
- The offering was conducted under the Company's Form S-3 (File No. 333-266989) and a resale prospectus supplement filed October 30, 2024.
03—Questions
Frequently Asked Questions
Did Keurig Dr Pepper receive any money from this offering?
No. The filing states that the Company did not receive any proceeds from the sale of the common stock by the Selling Stockholder, JAB BevCo B.V.
Who sold the shares, and who bought them?
JAB BevCo B.V., a holding company majority-owned by JAB Holding Company s.à.r.l., sold the shares. Morgan Stanley & Co. LLC acted as the Underwriter in the offering.
How many shares were sold in total, including the option?
The offering covered 60,000,000 shares. The Underwriter exercised its option in full for an additional 9,000,000 shares, for a total of 69,000,000 shares sold.
How much did the Selling Stockholder receive?
The filing states gross proceeds to the Selling Stockholder of approximately $2.3 billion for the 69,000,000 shares.
What documents govern the offering?
The Underwriting Agreement, dated October 28, 2024, among the Company, the Selling Stockholder and the Underwriter, is filed as Exhibit 1.1. The offering was made under the Company's Form S-3 (File No. 333-266989) and a resale prospectus supplement filed with the SEC on October 30, 2024.
04—Continue