Coca-Cola Consolidated, Inc. (NASDAQ: COKE) (the “Company”)
announced today that it has commenced a modified “Dutch auction”
tender offer to purchase shares of its Common Stock for an
aggregate purchase price of up to $2.0 billion.
Pursuant to the tender offer, stockholders may tender all or a
portion of their shares (1) at a price specified by the tendering
stockholder of not less than $850 and not more than $925 per share
or (2) without specifying a purchase price, in which case their
shares will be purchased at the purchase price determined in
accordance with the tender offer. When the tender offer expires,
the Company will determine the lowest price within the range of
prices specified above (the “purchase price”) enabling the Company
to purchase up to $2.0 billion in the aggregate of its common
stock. Stockholders will receive the purchase price in cash,
subject to applicable withholding and without interest, for shares
tendered at prices equal to or less than the purchase price,
subject to the conditions of the tender offer, including the
provisions relating to proration, “odd lot” priority and
conditional tenders in the event that the aggregate cost to
purchase all of the shares validly tendered and not validly
withdrawn at or below the purchase price exceeds $2.0 billion.
These provisions are described in the Offer to Purchase and in the
Letter of Transmittal relating to the tender offer that will be
distributed to stockholders. All shares purchased by the Company
will be purchased at the same price. All shares tendered at prices
higher than the purchase price will be promptly returned to
stockholders.
The Company intends to fund the tender offer using a combination
of cash on hand, borrowings under our revolving credit facility,
borrowings under one or more new term loan facilities and/or
proceeds of an offering of senior unsecured notes.
The tender offer is not conditioned upon any minimum number of
shares being tendered; however, the tender offer will be subject to
a number of other terms and conditions specified in the Offer to
Purchase, including a condition that the Company will have received
aggregate gross proceeds from one or more new term loan facilities
and/or an offering of senior unsecured notes of at least $2.5
billion (the “Financing Condition”). If the Financing Condition is
not satisfied and the Company does not waive the Financing
Condition, the Company may amend, terminate or extend the tender
offer. The tender offer will expire at 5:00 p.m., New York City
time, on June 18, 2024, unless extended or terminated by the
Company. Tenders of shares must be made prior to the expiration of
the tender offer and may be withdrawn at any time prior to the
expiration of the tender offer. Stockholders wishing to tender
their shares but who are unable to deliver them physically or by
book-entry transfer prior to the expiration of the tender offer, or
who are unable to make delivery of all required documents to the
depositary prior to the expiration of the tender offer, may tender
their shares by complying with the procedures set forth in the
Offer to Purchase for tendering by notice of guaranteed delivery.
Innisfree M&A Incorporated will serve as information agent for
the tender offer, and Equiniti Trust Company, LLC is acting as the
depositary for the tender offer. Rothschild & Co is acting as
advisor to the Company in connection with the tender offer.
The Company’s Board of Directors has authorized the tender
offer. However, none of the Company, the Company’s Board of
Directors, the depositary or the information agent makes any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares or as to the price or prices at which
stockholders may choose to tender their shares. The Company has not
authorized any person to make any such recommendation. Stockholders
must make their own decisions as to whether to tender their shares
and, if so, how many shares to tender and the price or prices at
which their shares should be tendered. In doing so, stockholders
should read carefully the information contained in, or incorporated
by reference in, the Offer to Purchase and in the Letter of
Transmittal (as they may be amended or supplemented), including the
purposes and effects of the offer. Stockholders are urged to
discuss their decisions with their own tax advisors, financial
advisors and/or brokers.
Additional Information Regarding the Tender
Offer
The information in this press release describing the tender
offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares in the
tender offer. The tender offer is being made only pursuant to the
Offer to Purchase and the related materials that Coca-Cola
Consolidated is filing with the SEC, and distributing to its
stockholders, as they may be amended or supplemented. Stockholders
should read the Offer to Purchase and related materials carefully
and in their entirety because they contain important information,
including the terms and conditions of the tender offer.
Stockholders of the Company may obtain a free copy of the tender
offer statement on Schedule TO, the Offer to Purchase and other
documents that the Company is filing with the SEC from the SEC’s
website at www.sec.gov. Stockholders are also able to obtain a copy
of these documents, without charge, from Innisfree M&A
Incorporated, the information agent for the tender offer, toll free
at 1-877-456-3507. Stockholders are urged to carefully read all of
those materials prior to making any decision with respect to the
tender offer.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this news release are
“forward-looking statements” that involve risks and uncertainties
which we expect will or may occur in the future and may impact our
business, financial condition and results of operations. The words
“anticipate,” “believe,” “expect,” “intend,” “project,” “may,”
“will,” “should,” “could” and similar expressions are intended to
identify those forward-looking statements. Such forward-looking
statements include our ability to complete the tender offer on the
terms and timing described herein, or at all. These forward-looking
statements reflect the Company’s best judgment based on current
information, and, although we base these statements on
circumstances that we believe to be reasonable when made, there can
be no assurance that future events will not affect the accuracy of
such forward-looking information. As such, the forward-looking
statements are not guarantees of future performance, and actual
results may vary materially from the projected results and
expectations discussed in this news release. Factors that might
cause the Company’s actual results to differ materially from those
anticipated in forward-looking statements include, but are not
limited to: increased costs (including due to inflation),
disruption of supply or unavailability or shortages of raw
materials, fuel and other supplies; the reliance on purchased
finished products from external sources; changes in public and
consumer perception and preferences, including concerns related to
product safety and sustainability, artificial ingredients, brand
reputation and obesity; changes in government regulations related
to nonalcoholic beverages, including regulations related to
obesity, public health, artificial ingredients and product safety
and sustainability; decreases from historic levels of marketing
funding support provided to us by The Coca-Cola Company
and other beverage companies; material changes in the performance
requirements for marketing funding support or our inability to meet
such requirements; decreases from historic levels of advertising,
marketing and product innovation spending by
The Coca-Cola Company and other beverage companies,
or advertising campaigns that are negatively perceived by the
public; any failure of the several Coca-Cola system governance
entities of which we are a participant to function efficiently or
on our best behalf and any failure or delay of ours to receive
anticipated benefits from these governance entities; provisions in
our beverage distribution and manufacturing agreements with
The Coca-Cola Company that could delay or prevent a
change in control of us or a sale of our Coca-Cola distribution or
manufacturing businesses; the concentration of our capital stock
ownership; our inability to meet requirements under our beverage
distribution and manufacturing agreements; changes in the inputs
used to calculate our acquisition related contingent consideration
liability; technology failures or cyberattacks on our information
technology systems or our effective response to technology failures
or cyberattacks on our customers’, suppliers’ or other third
parties’ information technology systems; unfavorable changes in the
general economy; the concentration risks among our customers and
suppliers; lower than expected net pricing of our products
resulting from continued and increased customer and competitor
consolidations and marketplace competition; the effect of changes
in our level of debt, borrowing costs and credit ratings on our
access to capital and credit markets, operating flexibility and
ability to obtain additional financing to fund future needs; the
failure to attract, train and retain qualified employees while
controlling labor costs, and other labor issues; the failure to
maintain productive relationships with our employees covered by
collective bargaining agreements, including failing to renegotiate
collective bargaining agreements; changes in accounting standards;
our use of estimates and assumptions; changes in tax laws,
disagreements with tax authorities or additional tax liabilities;
changes in legal contingencies; natural disasters, changing weather
patterns and unfavorable weather; climate change or legislative or
regulatory responses to such change; and the impact of any pandemic
or public health situation. These and other factors are discussed
in the Company’s regulatory filings with the United States
Securities and Exchange Commission, including those in “Item 1A.
Risk Factors” of the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2023. The forward-looking
statements contained in this news release speak only as of this
date, and the Company does not assume any obligation to update
them, except as may be required by applicable law.
About Coca-Cola Consolidated, Inc.
Coca-Cola Consolidated is the largest Coca-Cola bottler in the
United States. Our Purpose is to honor God in all we do, to serve
others, to pursue excellence and to grow profitably. For over
122 years, we have been deeply committed to the consumers,
customers and communities we serve and passionate about the broad
portfolio of beverages and services we offer. We make, sell and
distribute beverages of The Coca-Cola Company and other
partner companies in more than 300 brands and flavors across
14 states and the District of Columbia, to approximately
60 million consumers.
Headquartered in Charlotte, N.C., Coca-Cola Consolidated is
traded on The Nasdaq Global Select Market under the symbol “COKE”.
More information about the Company is available at
www.cokeconsolidated.com. Follow Coca-Cola Consolidated on
Facebook, X, Instagram and LinkedIn.
CONTACTS: |
|
Ashley Brown
(Media) |
Scott Anthony
(Investors) |
Director, External
Communications |
Executive Vice President &
Chief Financial Officer |
(803) 979-2849 |
(704) 557-4633 |
Ashley.Brown@cokeconsolidated.com |
Scott.Anthony@cokeconsolidated.com |
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