Coca-Cola European Partners plc (“CCEP”) (NYSE:CCE) announced
today the early participation results, as of 5:00 p.m., New York
City time, on March 23, 2018 (the “Early Exchange Date”), of its
previously announced (i) offers to exchange (the “Exchange Offers”)
any and all of the notes listed in the table below (the “Old
Notes”), issued by its subsidiary, Coca-Cola European Partners US,
LLC (“CCEP US”) (as successor by merger to Coca-Cola Enterprises,
Inc. (formerly named International CCE Inc.)), for notes newly
issued by CCEP, also listed in the table below (the “New Notes”),
and cash and (ii) solicitations of consent (the “Consent
Solicitations”), on behalf of CCEP US, to amendments (the “Proposed
Amendments”) to the indenture governing the Old Notes that would
eliminate many of the restrictive covenants applicable to the Old
Notes.
CCEP also announced today that it has amended certain terms of
the Exchange Offers and Consent Solicitations such that holders of
Old Notes who validly tender Old Notes after the Early Exchange
Date, but at or prior to the Expiration Date, will be eligible to
receive the applicable Total Exchange Consideration set out in the
table below and as described in the Offering Memorandum, which
includes the applicable Early Exchange Premium, on the Settlement
Date (as defined below) with respect to such Old Notes accepted for
exchange.
The Exchange Offers and Consent Solicitations are being made
exclusively pursuant to, and upon the terms and subject to the
conditions set forth in, CCEP’s Offering Memorandum and Consent
Solicitation Statement, dated March 12, 2018 (the
“Offering Memorandum”) and the related Letter of Transmittal and
Consent, dated March 12, 2018 (the “Letter of
Transmittal”), as amended hereby.
The following table sets forth the aggregate principal amount of
each series of Old Notes that has been validly tendered and not
validly withdrawn at or prior to the Early Exchange Date, together
with the Early Exchange Premium and Total Exchange Consideration
for each series of Old Notes:
Title of Series of Old Notes
CUSIP Number of Old Notes
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount Tendered at
or prior to the Early Participation Date
Early Exchange
Premium(1)
Total Exchange
Consideration(1)(2)
3.500% Notes due 2020 459284 AB1 $525,000,000
$377,522,000 $30 principal amount of New 3.500% Notes due
2020 $1,000 principal amount of New 3.500% Notes due 2020
and $1.50 in cash 3.250% Notes due 2021 19122T AE9 $250,000,000
$190,436,000 $30 principal amount of New 3.250% Notes due 2021
$1,000 principal amount of New 3.250% Notes due 2021 and $1.50 in
cash 4.500% Notes due 2021 19122T AB5 $300,000,000 $232,192,000 $30
principal amount of New 4.500% Notes due 2021 $1,000 principal
amount of New 4.500% Notes due 2021 and $1.50 in cash
(1) For each $1,000 principal amount of Old Notes. (2)
Includes Early Exchange Premium.
CCEP or one of its affiliates will also pay accrued and unpaid
interest in cash on the Old Notes accepted in the Exchange Offers
and Consent Solicitations to, but not including, the settlement
date.
The Exchange Offers and Consent Solicitations will expire at
11:59 p.m., New York City time, on April 9, 2018, unless extended
or earlier terminated by CCEP (the “Expiration Date”), and the
“Settlement Date” (if any) for any Old Notes validly tendered in
the Exchange Offers at or before the Expiration Date and not
validly withdrawn is expected to be April 12, 2018.
The deadline to withdraw valid tenders and revoke valid consents
of Old Notes occurred at 5:00 p.m., New York City time, on
March 23, 2018 (the “Withdrawal Deadline”). As a result, tendered
Old Notes may no longer be withdrawn pursuant to the Exchange
Offers and related consents may no longer be revoked pursuant to
the Consent Solicitations, except in the limited circumstances
described in the Offering Memorandum.
As of the Early Exchange Date, CCEP, on behalf of CCEP US,
received consents in excess of the Requisite Consents (as defined
in the Offering Memorandum) pursuant to the Consent Solicitations.
As a result, CCEP and CCEP US expect to execute a supplemental
indenture to implement the Proposed Amendments.
Subject to applicable law, CCEP has the right in its absolute
discretion to waive, modify, extend, amend, terminate or withdraw
the Exchange Offers and Consent Solicitations with respect to each
series of Old Notes and to extend the Expiration Date or any
related dates for any of the Exchange Offers and Consent
Solicitations without extending the Withdrawal Deadline.
Holders of Old Notes may not deliver a consent in a Consent
Solicitation without tendering Old Notes in the applicable Exchange
Offer. If a holder tenders Old Notes in an Exchange Offer, such
holder will be deemed to deliver its consent, with respect to the
principal amount of such tendered Old Notes, to the proposed
amendments to the indenture governing the Old Notes.
The Exchange Offers are not conditioned upon any minimum amount
of Old Notes being tendered. The Exchange Offers and Consent
Solicitations are subject to the satisfaction or waiver of certain
conditions as described in the Offering Memorandum.
The Exchange Offers and Consent Solicitations are being made
pursuant to an exemption from the registration requirements of the
U.S. Securities Act of 1933, as amended (the “Securities Act”),
contained in Section 3(a)(9) of the Securities Act. CCEP has not
filed and will not file a registration statement under the
Securities Act with respect to the offer of New Notes pursuant to
the Exchange Offers and Consent Solicitations. This press release
is not an offer to exchange any Old Notes for New Notes, a
solicitation of an offer to exchange any Old Notes for New Notes, a
solicitation of consents with respect to the Old Notes, an offer to
sell any New Notes or the solicitation of an offer to buy any New
Notes. Tenders of Old Notes and delivery of related consents may
only be made pursuant to the Offering Memorandum and related Letter
of Transmittal.
Copies of the Offering Memorandum and related Letter of
Transmittal may be obtained by contacting D. F. King & Co.,
Inc., the exchange agent and information agent in connection with
the Exchange Offers and Consent Solicitations, at 48 Wall Street,
22nd Floor, New York, New York 10005; banks and brokers: (212)
269-5550; all others toll-free: (888) 605-1956; email:
cce@dfking.com.
This press release does not constitute an offer to purchase,
sell or exchange, or a solicitation of an offer to purchase, sell
or exchange, a solicitation of consents with respect to, an offer
to sell or the solicitation of an offer to buy any security. No
offer, solicitation, purchase, sale or exchange will be made in any
jurisdiction in which such an offer, solicitation, purchase, sale
or exchange would be unlawful. The exchange offers and consent
solicitations are being made solely pursuant to the Offering
Memorandum and related Letter of Transmittal and only to such
persons and in such jurisdictions as are permitted under applicable
law.
ABOUT CCEP
Coca-Cola European Partners plc (CCEP) is a leading consumer
packaged goods company in Europe, producing, distributing and
marketing an extensive range of non alcoholic ready-to-drink
beverages and is the world’s largest independent Coca-Cola bottler
based on revenue. Coca-Cola European Partners serves a consumer
population of over 300 million across Western Europe, including
Andorra, Belgium, continental France, Germany, Great Britain,
Iceland, Luxembourg, Monaco, the Netherlands, Norway, Portugal,
Spain, and Sweden. The company is listed on Euronext Amsterdam, the
New York Stock Exchange, Euronext London, and on the Spanish stock
exchanges, and trades under the symbol CCE.
FORWARD-LOOKING STATEMENTS
This press release may contain statements, estimates or
projections that constitute “forward-looking statements” concerning
the financial condition, performance, results, strategy, and
objectives of CCEP and the CCEP group of companies (the “Group”).
Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “plan,” “seek,” “may,” “could,” “would,”
“should,” “might,” “will,” “forecast,” “outlook,” “guidance,”
“possible,” “potential,” “predict,” and similar expressions
identify forward-looking statements, which generally are not
historical in nature.
Forward-looking statements are subject to certain risks that
could cause actual results to differ materially from CCEP’s and the
Group’s historical experience and present expectations or
projections. As a result, undue reliance should not be placed on
forward-looking statements, which speak only as of the date on
which they are made. These risks and uncertainties include but are
not limited to those set forth in the “Risk Factors” section of
CCEP’s annual report on Form 20-F filed with the U.S. Securities
and Exchange Commission (the “SEC”) on March 15, 2018,
including the statements under the following headings: Risks
Relating to Changing Consumer Preferences and the Health Impact of
Soft Drinks; Risks Relating to Legal and Regulatory Intervention;
Risks Relating to Business Integration and Synergy Savings; Risks
Relating to Cyber and Social Engineering Attacks; Risks Relating to
the Market; Risks Relating to Economic and Political Conditions;
Risks Relating to the Relationship with TCCC and Other Franchisors;
Risks Relating to Product Quality and Other Risks. These risks and
uncertainties also include the risks identified in the “Risk
Factors” section of the Offering Memorandum.
Due to these risks and uncertainties, CCEP’s or the Group’s
actual future results, dividend payments, and capital and leverage
ratios and the results of the Exchange Offers and Consent
Solicitations may differ materially from the plans, goals,
expectations, and guidance set out in CCEP’s or the Group’s
forward-looking statements. Additional risks and uncertainties that
may impact CCEP’s or the Group’s future financial condition and
performance are identified in filings with the SEC which are
available on the SEC’s website at www.sec.gov. CCEP does not
undertake any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required under applicable
rules, laws, and regulations. CCEP assumes no responsibility for
the accuracy and completeness of any forward-looking statements.
Any or all of the forward-looking statements contained in this
filing and in any other of CCEP’s respective public statements may
prove to be incorrect.
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version on businesswire.com: https://www.businesswire.com/news/home/20180326005465/en/
Coca-Cola European Partners plcInvestor Relations:Thor Erickson,
+1 678-260-3110orMedia Relations:Shanna Wendt, +44.7976.595.168
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