8-KMaterial AgreementsExhibits & Filings

COCA COLA CO 8-K Report, Material Agreement (Mar 22, 2010)

Filed March 22, 2010For Securities:KO

Summary

This 8-K filing by The Coca-Cola Company (KO) on March 22, 2010, details a significant divestiture of its Norwegian and Swedish bottling operations. The company entered into a Share Purchase Agreement (Nordic SPA) with Bottling Holdings (Luxembourg) s.a.r.l., a subsidiary of Coca-Cola Enterprises Inc. (CCE), for the sale of these operations for an initial price of $822 million. This transaction is part of a larger Business Separation and Merger Agreement between KO and CCE, which was previously disclosed. The sale price is subject to customary adjustments based on closing net working capital and projected 2010 EBITDA. The filing outlines key conditions for the transaction's completion, including regulatory approvals and the absence of material adverse effects. Investors should note KO's approximately 34% ownership in CCE, indicating a continuing strategic relationship despite this divestiture.

Key Highlights

  • 1The Coca-Cola Company entered into a Share Purchase Agreement (Nordic SPA) to sell its Norwegian and Swedish bottling operations.
  • 2The sale is to Bottling Holdings (Luxembourg) s.a.r.l., a subsidiary of Coca-Cola Enterprises Inc. (CCE), for an initial price of $822 million.
  • 3This transaction is a component of the previously announced Business Separation and Merger Agreement between KO and CCE.
  • 4The purchase price is subject to adjustments based on the closing net working capital and the 2010 EBITDA of the divested operations.
  • 5Key conditions for closing include obtaining regulatory approvals, absence of legal prohibitions, and no material adverse effect on the Nordic business.
  • 6The Coca-Cola Company holds a significant stake (approximately 34%) in Coca-Cola Enterprises Inc.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement concerning the sale of The Coca-Cola Company's Norwegian and Swedish bottling operations to a subsidiary of Coca-Cola Enterprises Inc. (CCE).

The initial purchase price for the Norwegian and Swedish bottling operations is $822 million. This amount is subject to adjustment based on the closing net working capital and the EBITDA for the year ended December 31, 2010, of the divested businesses.

Yes, the sale is subject to several conditions, including customary regulatory approvals (especially regarding competition laws), the absence of any legal prohibitions or governmental actions preventing the transaction, no material adverse effect on the Nordic business, and the satisfaction of conditions related to the broader Business Separation and Merger Agreement.

The Coca-Cola Company owns approximately 34% of the outstanding common stock of CCE. The transaction announced in this filing is part of a larger business separation and merger agreement between the two companies, highlighting a strategic interdependence.