On December 9, 2020, Ventures Acquisition LLC, a Delaware limited liability company (“Buyer”), which is an indirect wholly owned subsidiary of Coca-Cola Consolidated, Inc., a Delaware corporation (the “Company”), and Carolina Coca-Cola Bottling Investments, Inc., a Delaware corporation (“Seller”), which is an indirect wholly owned subsidiary of The Coca-Cola Company, a Delaware corporation, entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which Buyer agreed to purchase from Seller, and Seller agreed to sell to Buyer, all of Seller’s right, title and interest in, to and under Seller’s 22.674% general partnership interest in Piedmont Coca-Cola Bottling Partnership, a Delaware general partnership (“Piedmont”), in exchange for cash in the amount of $100.0 million. The remaining 77.326% general partnership interest in Piedmont is owned indirectly by the Company.
The Purchase Agreement contains representations and warranties, covenants and other agreements of Buyer and Seller customary for transactions of this type which survive the closing of the transactions contemplated by the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
On December 9, 2020, in accordance with the Purchase Agreement, Buyer completed the purchase of Seller’s 22.674% general partnership interest in Piedmont. Upon the completion of the purchase, Piedmont became an indirect wholly owned subsidiary of the Company.
The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic beverages of The Coca-Cola Company, which is the sole owner of the secret formulas under which the primary components of its soft drink products, either concentrate or syrup, are manufactured. Accordingly, the Company routinely engages in various transactions with The Coca-Cola Company and its affiliates. The Coca-Cola Company also owns approximately 27% of the Company’s total outstanding Common Stock and Class B Common Stock on a consolidated basis, representing approximately 5% of the total voting power of the Company’s Common Stock and Class B Common Stock voting together. The Coca-Cola Company also has a designee serving on the Company’s Board of Directors. For more information about the relationship between the Company and The Coca-Cola Company, see the description thereof included under “Corporate Governance – Related Person Transactions” in the Company’s Notice of Annual Meeting and Proxy Statement for the Company’s 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 23, 2020.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
