| Entity Registrant Name | COCA COLA CO |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 4, 2019
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-02217 (Commission File Number) | 58-0628465 (I.R.S. Employer Identification No.) |
One Coca-Cola Plaza Atlanta, Georgia (Address of principal executive offices) | 30313 (Zip Code) |
Registrant’s telephone number, including area code: (404) 676-2121
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| Common Stock, $0.25 Par Value | KO | New York Stock Exchange | |
| Floating Rate Notes Due 2019 | KO19A | New York Stock Exchange | |
| 0.000% Notes Due 2021 | KO21B | New York Stock Exchange | |
| Floating Rate Notes Due 2021 | KO21C | New York Stock Exchange | |
| 1.125% Notes Due 2022 | KO22 | New York Stock Exchange | |
| 0.125% Notes Due 2022 | KO22B | New York Stock Exchange | |
| 0.75% Notes Due 2023 | KO23B | New York Stock Exchange | |
| 0.500% Notes Due 2024 | KO24 | New York Stock Exchange | |
| 1.875% Notes Due 2026 | KO26 | New York Stock Exchange | |
| 0.750% Notes Due 2026 | KO26C | New York Stock Exchange | |
| 1.125% Notes Due 2027 | KO27 | New York Stock Exchange | |
| 1.250% Notes Due 2031 | KO31 | New York Stock Exchange | |
| 1.625% Notes Due 2035 | KO35 | New York Stock Exchange | |
| 1.100% Notes Due 2036 | KO36 | New York Stock Exchange | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
On September 6, 2019, The Coca-Cola Company (the “Company”) completed a public offering of $1,000,000,000 aggregate principal amount of its 1.750% Notes due 2024 and $1,000,000,000 aggregate principal amount of its 2.125% Notes due 2029 (collectively, the “Notes”).
The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-214273) filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2016, as amended by Post-Effective Amendment No. 1 filed with the SEC on May 22, 2017.
In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated September 4, 2019 (the “Underwriting Agreement”), between the Company and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (together, the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were issued under an Amended and Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture, dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee.
The Underwriting Agreement, the Indenture and the respective forms of global note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
| · | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| · | may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| · | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
| · | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE COCA-COLA COMPANY (REGISTRANT) | ||
| Date: September 6, 2019 | By: | /s/ LARRY M. MARK |
| Name: Larry M. Mark | ||
| Title: Vice President and Controller | ||
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