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Keurig Dr Pepper 8-K Report, Material Agreement (May 5, 2025)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed May 5, 2025
Period End
May 1, 2025
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 May 5, 2025. Cited figures are marked; the original filing is the authoritative source.

On May 5, 2025, Keurig Dr Pepper Inc. issued $2.0 billiona aggregate principal amount of senior unsecured notes under its March 7, 2024 base indenture with U.S. Bank Trust Company, National Association, as trustee, as supplemented by a Second Supplemental Indenture of the same date.

The offering consisted of four $500.0 millionb tranches: Floating Rate Senior Notes due 2026 (interest at compounded SOFR plus 0.580%, reset quarterly, maturing November 15, 2026), 4.350% Senior Notes due 2028, 4.600% Senior Notes due 2030, and 5.150% Senior Notes due 2035. The fixed rate notes pay interest semi-annually on May 15 and November 15, beginning November 15, 2025. The notes are unsecured and unsubordinated, rank equally with the company's other unsubordinated indebtedness, and are fully and unconditionally guaranteed by certain domestic subsidiaries.

The company may redeem the fixed rate notes before maturity but may not redeem the floating rate notes prior to maturity. Upon a change of control triggering event, holders may require repurchase at 101%c of principal plus accrued interest. The indenture contains customary events of default and covenants limiting secured debt, certain sale and leaseback transactions, and certain mergers or asset transfers.

Separately, JAB BevCo B.V. completed a registered secondary offering of 75,000,000 shares of KDP common stock on May 5, 2025, generating gross proceeds to the selling stockholder of approximately $2.5 billiond. The company received no proceeds from the sale. JAB BevCo B.V. is majority-owned by JAB Holding Company s.à.r.l.

The underwriting agreement dated May 1, 2025 was with J.P. Morgan Securities LLC as underwriter. For investors, the filing's key points are the new $2.0 billion debt issuance with staggered maturities from 2026 to 2035 and the completion of a large secondary share sale by a major shareholder, which did not generate capital for the company.

02—Key points

Key Highlights

  1. Issued $2.0 billion of senior unsecured notes in four $500.0 million tranches on May 5, 2025.
  2. Floating Rate Notes due November 15, 2026 bear interest at compounded SOFR plus 0.580%, reset quarterly.
  3. Fixed rate notes: 4.350% due May 15, 2028; 4.600% due May 15, 2030; and 5.150% due May 15, 2035.
  4. Notes are fully and unconditionally guaranteed by certain domestic subsidiaries and rank equally with other unsubordinated indebtedness.
  5. Change of control triggers a repurchase offer at 101% of principal plus accrued and unpaid interest.
  6. JAB BevCo B.V. completed a registered secondary offering of 75,000,000 shares of common stock for gross proceeds to it of approximately $2.5 billion.
  7. The company received no proceeds from the secondary share sale by JAB BevCo B.V.

03—Questions

Frequently Asked Questions

  1. What debt did Keurig Dr Pepper issue?

    The company issued $2.0 billion aggregate principal amount of senior unsecured notes in four $500.0 million series: Floating Rate Senior Notes due 2026, 4.350% Senior Notes due 2028, 4.600% Senior Notes due 2030, and 5.150% Senior Notes due 2035.

  2. When do the notes mature and how is interest paid?

    The Floating Rate Notes mature November 15, 2026, with interest payable quarterly on February 15, May 15, August 15 and November 15, beginning August 15, 2025. The fixed rate notes mature May 15 in 2028, 2030 and 2035, with interest payable semi-annually on May 15 and November 15, beginning November 15, 2025.

  3. Can the company redeem the notes early?

    The company may redeem the fixed rate notes in whole or in part before maturity at the applicable redemption price set forth in the indenture. The Floating Rate Notes may not be redeemed prior to maturity.

  4. Did Keurig Dr Pepper receive proceeds from the secondary share offering?

    No. JAB BevCo B.V., a holding company majority-owned by JAB Holding Company s.à.r.l., sold 75,000,000 shares of common stock in the registered offering and received the gross proceeds of approximately $2.5 billion. The company did not receive any proceeds from that sale.

04—Continue

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