| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On May 21, 2024, Coca-Cola Consolidated, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), for the sale of $700,000,000 aggregate principal amount of the Company’s 5.250% Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.450% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-276049) filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2023. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, indemnification and contribution obligations and other customary terms and conditions. On May 29, 2024, subject to the closing conditions set forth in the Underwriting Agreement, the Company will complete the issuance and sale of the Notes and receive net proceeds, after expenses and the underwriting discount, of approximately $1,188 million.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have engaged in, and may in the future engage in, commercial and investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. In particular, the affiliates of some of the Underwriters are participants in the Company’s unsecured revolving credit facility described in the Company’s filings with the SEC. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. Further, Truist Securities, Inc., one of the Underwriters, is an affiliate of Truist Bank, the trustee under the Indenture (as defined below) that governs the Notes.
The foregoing summary of the Underwriting Agreement described above does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
Supplemental Indenture
On May 21, 2024, the Company entered into a Supplemental Indenture (the “Supplemental Indenture”) with U.S. Bank Trust Company, National Association (the “Prior Trustee”) and Truist Bank (the “Successor Trustee”), which supplements the Indenture, dated December 15, 2020, between the Company and the Prior Trustee (the “Indenture”). The Supplemental Indenture appointed the Successor Trustee to succeed the Prior Trustee as trustee and paying agent with respect to the Company’s debt securities issued under the Indenture which will include, upon issuance, the Notes.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by the contents of such agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. | | | Description |
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| | 1.1 | | | Underwriting Agreement, dated May 21, 2024, among Coca-Cola Consolidated, Inc. and Wells Fargo Securities, LLC, BofA Securities, Inc., PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the several underwriters named therein |
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| | 4.1 | | | Supplemental Indenture, dated May 21, 2024, between Coca-Cola Consolidated, Inc. and U.S. Bank Trust Company, National Association, as prior trustee, and Truist Bank, as successor trustee |
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| | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
