Coca-Cola records $1.85 billion of tenders in any and all offer

By Jennifer Chiou

New York, Nov. 23 - Coca-Cola Co. announced tenders for roughly $1.85 billion total of notes in the any and all offer for its $117,325,000 of 7.375% notes due July 29, 2093 as well as 12 series of notes issued by Coca-Cola Refreshments USA, Inc.

Because of the tenders tallied in the completed any and all offer, the company said it will accept up to $1,601,783,000 of notes in its maximum tender offer. This figure was obtained using the maximum $3.45 billion to be accepted in both offers.

The first offer expired at 5 p.m. ET on Nov. 22.

The payout prices for the offer were determined using a spread over the bid-side price of a U.S. Treasury note. The company originally set the prices on Nov. 15. On Nov. 16, it changed some of the spreads and said it would reset the prices at 2 p.m. ET on Nov. 22.

For each $1,000 principal amount, the company will pay and obtained tenders for the following:

• $1,278.74 for the $74,641,000, or 24.88%, of tenders for Coca-Cola Refreshments' $300 million of 7.125% debentures due Aug. 1, 2017;

• $1,117.40 for the $146.94 million, or 58.78%, of tenders for the subsidiary's $250 million of 4.5% notes due Aug. 15, 2019;

• $736.98 for the $185,253,000, or 37.92%, of tenders for its $488.56 million of zero-coupon notes due June 20, 2020;

• $1,458.02 for the $317,892,000, or 42.63%, of tenders for its $745,617,000 of 8.5% debentures due Feb. 1, 2022;

• $1,424.64 for the $99,154,000, or 41.92%, of tenders for its $236,533,000 of 8% debentures due Sept. 15, 2022;

• $1,319.37 for the $95.36 million, or 38.14%, of tenders for its $250 million of 6.75% debentures due Sept. 15, 2023;

• $1,302.29 for the $156,538,000, or 52.19%, of tenders for its $299.95 million of 7% debentures due Oct. 1, 2026;

• $1,305.07 for the $255,567,000, or 51.11%, of tenders for its $500 million of 6.95% debentures due Nov. 15, 2026;

• $1,281.91 for the $196,371,000, or 49.09%, of tenders for its $400 million of 6.75% debentures due Sept. 15, 2028;

• $1,290.15 for the $119,611,000, or 39.87%, of tenders for its $299.99 million of 6.7% debentures due Oct. 15, 2036;

• $1,295.52 for the $127,441,000, or 50.98%, of tenders for its $250 million of 6.75% debentures due Jan. 15, 2038;

• $1,344.28 for the $51,959,000, or 20.78%, of tenders for its $250 million of 7% debentures due May 15, 2098; and

• $1,414.28 for the $21.49 million, or 18.32%, of tenders for Coca-Cola's 7.375% notes.

The prices for the first six series of notes were based on the 2.625% Treasury due Aug. 15, 2020. The spreads were negative 25 basis points, 15 bps, 40 bps, 70 bps, 75 bps and 80 bps, respectively, for the 7.125% notes, 4.5% notes, zero-coupon notes, 8.5% notes, 8% notes and 6.75% notes due 2023.

The prices for the remaining notes were based on the 4.375% Treasury due May 15, 2040. The 7% notes, 6.95% notes, 6.75% notes due 2028, 6.7% notes, 6.75% notes due 2038, 7% notes and 7.375% notes had spreads of 10 bps, 5 bps, 20 bps, 50 bps, 55 bps, 95 bps and 95 bps, respectively.

Coca-Cola announced on Nov. 4 the two separate cash tender offers for several series of notes issued by Coca-Cola and Coca-Cola Enterprises Inc.

The company acquired the assets and liabilities of Coca-Cola Enterprises' North American business as well as the Coca-Cola Enterprises corporate entity, which was renamed Coca-Cola Refreshments.

Maximum tender offer

In the second offer, the company is offering to purchase up to just over $1.6 billion of its 4.875% notes due March 15, 2019 and 5.35% notes due Nov. 15, 2017.

Pricing for the two series of notes will be set using the bid-side price of a U.S. Treasury note at 2 p.m. ET on Nov. 30 as follows:

• The price for the $1.35 billion of 4.875% notes will be calculated using the 2.625% Treasury note due Aug. 15, 2020 plus 20 bps; and

• The price for the $1.75 billion of 5.35% notes will be based on the 2.625% Treasury note due Aug. 15, 2020 minus 25 bps.

The notes are listed in order of priority acceptance level.

The total payout will include a $30.00 early premium for notes tendered by 5 p.m. ET on Nov. 30, the early tender date.

The second offer will end at 11:59 p.m. ET on Dec. 14, previously pushed back from 8 a.m. ET on Dec. 6.

Coca-Cola also will pay accrued interest up to, but not including, the settlement date.

Deutsche Bank Securities Inc. (866 627-0391 or collect 212 250-2955) and HSBC Securities (USA) Inc. (888 HSBC4LM or collect 212 525-5552) are coordinating dealer managers, and Goldman Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Inc. are dealer managers. D.F. King & Co., Inc. (800 901-0068 or collect 212 269-5550) is the tender and information agent.

Coca-Cola is a beverage manufacturer and distributor based in Atlanta.

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