Keurig Dr Pepper Announces Secondary Offering of Common Stock on Behalf of Mondelēz International

Rhea-AI Summary

Keurig Dr Pepper (NASDAQ: KDP) has announced a public secondary offering of 28 million shares of its common stock, on behalf of Mondelēz International Holdings LLC. Mondelēz has granted underwriters a 30-day option to purchase an additional 4.2 million shares. This offering represents approximately 2.0% of KDP's outstanding stock. KDP will not be selling any shares and will not receive proceeds. Following the sale, Mondelēz will hold about 6.4% of KDP's shares and retain one board seat.

Positive

• Mondelēz retains significant ownership with 6.4% stake post-offering.
• The offering could enhance liquidity in KDP's stock.

Negative

• Dilution concerns for existing shareholders due to increased shares in circulation.

BURLINGTON, Mass. and FRISCO, Texas, June 7, 2021 /PRNewswire/ -- Keurig Dr Pepper (NASDAQ: KDP) (the "Company" or "KDP") announced today the commencement of a registered public secondary offering of 28 million shares of the Company's outstanding common stock, on behalf of Mondelēz International Holdings LLC ("Mondelēz"). Mondelēz has also granted the underwriter a 30-day option to purchase up to 4,200,000 additional shares. All of the shares in the offering will be sold by Mondelēz. This sale of shares represents approximately 2.0% of the Company's outstanding common stock (or approximately 2.3% assuming full exercise of the underwriter's option to purchase additional shares). 

KDP is not selling any shares of common stock and will not receive any proceeds from the offering. Upon completion of the offering, Mondelēz will own approximately 6.4% of the Company's outstanding common stock (or approximately 6.1% assuming full exercise of the underwriter's option to purchase additional shares). At this ownership level, Mondelēz will retain one of its two board seats.

Goldman Sachs & Co. LLC is acting as the underwriter for the proposed offering.

The offering will be made only by means of an effective registration statement and a prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained from: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com. Copies of the preliminary prospectus supplement and the related prospectus may also be obtained free of charge from the website of the U.S. Securities and Exchange Commission (the "SEC") at http://www.sec.gov.

The Company has previously filed with the SEC a registration statement (including a prospectus) on Form S-3 (File No. 333-233477) and a prospectus supplement, each dated August 27, 2019, as well as a preliminary prospectus supplement for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. Copies of the registration statement can be accessed through the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

KDP Contacts
Tyson Seely (Investors)
T: 781-418-3352/ tyson.seely@kdrp.com

Steve Alexander (Investors)
T: 972-673-6769/ steve.alexander@kdrp.com

Katie Gilroy (Media)
T: 781-418-3345/ katie.gilroy@kdrp.com

About Keurig Dr Pepper

Keurig Dr Pepper (KDP) is a leading beverage company in North America, with annual revenue in excess of $11 billion and nearly 27,000 employees. KDP holds leadership positions in soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada. The Company's portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes Keurig®, Dr Pepper®, Green Mountain Coffee Roasters®, Canada Dry®, Snapple®, Bai®, Mott's®, CORE® and The Original Donut Shop®. Through its powerful sales and distribution network, KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company is committed to sourcing, producing and distributing its beverages responsibly through its Drink Well. Do Good. corporate responsibility platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability.

Forward-Looking Statements

Certain statements contained herein are "forward-looking statements" within the meaning of applicable securities laws and regulations. These forward-looking statements can generally be identified by the use of words such as "outlook," "guidance," "anticipate," "expect," "believe," "could," "estimate," "feel," "forecast," "intend," "may," "plan," "potential," "project," "should," "target," "will," "would," and similar words, phrases or expressions and variations or negatives of these words, although not all forward-looking statements contain these identifying words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the estimated or anticipated future results of the combined company following the combination of Keurig Green Mountain, Inc. ("KGM") and Dr Pepper Snapple Group, Inc. ("DPS" and such combination, the "transaction"), the anticipated benefits of the transaction, including estimated synergies and cost savings, the long-term merger targets, and other statements that are not historical facts. These statements are based on the current expectations of our management and are not predictions of actual performance.

These forward-looking statements are subject to a number of risks and uncertainties regarding the company's business and the transaction and actual results may differ materially. These risks and uncertainties include, but are not limited to: (i) the impact the significant additional debt incurred in connection with the transaction may have on our ability to operate our business, (ii) risks relating to the integration of the KGM and DPS operations, products and employees into the combined company and assumption of certain potential liabilities of KGM and the possibility that the anticipated synergies and other benefits of the transaction, including cost savings, will not be realized or will not be realized within the expected timeframe, (iii) the impact of the global COVID-19 pandemic, and (iv) risks relating to the businesses and the industries in which our combined company operates. These risks and uncertainties, as well as other risks and uncertainties, are more fully discussed in the Company's filings with the SEC, including our Annual Report on Form 10-K and subsequent filings. While the lists of risk factors presented here and in our public filings are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Any forward-looking statement made herein speaks only as of the date of this document. We are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by applicable laws or regulations.

 

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SOURCE Keurig Dr Pepper

FAQ

What is the size of the secondary offering for KDP?

KDP announced a secondary offering of 28 million shares.

Who is selling the shares in KDP's offering?

The shares are being sold by Mondelēz International Holdings LLC.

Does KDP receive any proceeds from the secondary offering?

No, KDP will not receive any proceeds from the offering.

What percentage of KDP's stock is being sold in the offering?

The offering represents approximately 2.0% of KDP's outstanding common stock.

What impact does the offering have on existing shareholders of KDP?

The offering may lead to potential dilution for existing shareholders.