01—Abstract
Summary
Summary of the 8-K filed March 26, 2026. Cited figures are marked; the original filing is the authoritative source.
On March 26, 2026, Keurig Dr Pepper Inc. (the "Company") disclosed that its wholly-owned subsidiary, Maple Parent Holdings Corp. (the "Issuer"), completed private offerings of €3.0 billion of euro-denominated notes and $2.55 billiona of USD-denominated notes.
The Company intends to use the net proceeds, together with other financing sources, to fund its announced acquisition of JDE Peet's N.V. (the "JDE Peet's Acquisition") and to pay related fees and expenses. The Notes are subject to a special mandatory redemption if the JDE Peet's Acquisition is not consummated by February 24, 2027.
The Euro Notes comprise four tranches totaling €3.0 billion with maturities from 2028 to 2035 and coupons from 3.495% to 4.728%. The USD Notes comprise four tranches totaling $2.55 billionb with maturities from 2029 to 2056 and coupons from 4.750% to 6.625%. Interest on the Euro Notes is payable annually and interest on the USD Notes is payable semi-annually, both beginning in 2026 or 2027 as specified.
The Notes are unsecured and unsubordinated, are initially guaranteed by the Company and its guarantor subsidiaries, and the guarantees will terminate upon the separation of the Company's coffee and beverage businesses (the "Separation"). Holders may require repurchase at 101%c of principal upon a change of control triggering event, and the coupon steps up by 0.25% for each rating downgrade below Baa3 or BBB-, up to a 2.00% maximum increase. The Notes were sold in reliance on Rule 144A and Regulation S and have not been registered under the Securities Act.
The Issuer agreed to use commercially reasonable efforts to register exchange notes within 540 days of March 26, 2026, or in certain circumstances file a shelf registration statement. The filing notes that pre-Separation covenants restrict the Company and its majority-owned subsidiaries from secured debt, certain sale-leasebacks, and certain mergers, with these covenants shifting to the Issuer after the Separation.
02—Key points
Key Highlights
- Completed private offerings totaling €3.0 billion of euro notes and $2.55 billion of USD notes, issued by wholly-owned subsidiary Maple Parent Holdings Corp.
- Proceeds, with other financing sources, are earmarked to fund the JDE Peet's Acquisition and pay related fees and expenses.
- Notes are subject to special mandatory redemption if the JDE Peet's Acquisition is not consummated by February 24, 2027.
- Euro Notes carry coupons of 3.495% to 4.728% across 2028 to 2035 maturities; USD Notes carry 4.750% to 6.625% across 2029 to 2056 maturities.
- Coupon step-up of 0.25% per rating downgrade below Baa3/BBB-, capped at an aggregate 2.00% increase.
- Change of control triggers an offer to repurchase at 101% of principal plus accrued interest.
- Notes are guaranteed initially by the Company, with guarantees ending upon the Separation of the coffee and beverage businesses; JDE Peet's is expected to guarantee after the acquisition closes.
03—Questions
Frequently Asked Questions
How much debt did Keurig Dr Pepper issue and what is it for?
The Issuer, Maple Parent Holdings Corp., completed offerings of €3.0 billion of euro notes and $2.55 billion of USD notes. The Company intends to use the proceeds, together with other financing sources, to fund the JDE Peet's Acquisition and pay related fees and expenses.
What happens if the JDE Peet's Acquisition does not close?
The Notes are subject to a special mandatory redemption if the JDE Peet's Acquisition is not consummated by February 24, 2027.
When do the notes mature and what do they pay?
Euro Notes mature from 2028 to 2035 with coupons of 3.495% to 4.728%, paid annually. USD Notes mature from 2029 to 2056 with coupons of 4.750% to 6.625%, paid semi-annually. Coupons may step up by 0.25% per rating downgrade below Baa3 or BBB-, up to 2.00% in total.
Are the notes secured and who guarantees them?
The Notes are unsecured and unsubordinated obligations of the Issuer, ranking equally with its other unsubordinated debt. They are initially guaranteed by the Company and subsidiaries that guarantee its other senior debt; those guarantees end upon the Separation, after which the Issuer's subsidiaries guarantee the Notes. JDE Peet's is expected to guarantee the Notes after the acquisition closes.
Can the notes be registered or traded in the United States?
The Notes were sold under Rule 144A and Regulation S and have not been registered under the Securities Act. The Issuer agreed to use commercially reasonable efforts to file a registration statement for exchange notes within 540 days of March 26, 2026, or in certain circumstances a shelf registration statement.
04—Continue