By Angela McDaniels
Tacoma, Wash., Aug. 31 - Coca-Cola Co. received tenders for $1,021,753,000 of Coca-Cola Refreshments USA, Inc.'s notes in its exchange offers, which began on Aug. 3 and expired at midnight ET on Aug. 30, according to a company news release.
This amount includes $1,017,202,000 of notes previously accepted for exchange on Aug. 19, the early settlement date, and $4,551,000 of notes tendered after 5 p.m. ET on Aug. 16, the early participation date. The company expects to settle the notes tendered after the early deadline on Sept. 1.
Under the first offer, holders tendered:
• $325,059,000 of Coca-Cola Refreshments' $1 billion of 7.375% notes due 2014;
• $195.9 million of its $550 million of 4.25% notes due 2015;
• $74,776,000 of its $300 million of 5% notes due 2013;
• $43,126,000 of its $350 million of 3.75% notes due 2012; and
• $16,063,000 of its $250 million of 8.5% notes due 2012.
The notes are listed in order of acceptance priority level.
The company offered to exchange up to $1 billion principal amount of the above notes for new 1.8% notes due 2016 issued by Coca-Cola and cash.
In the second offer, holders tendered:
• $89,618,000 of Coca-Cola Refreshments' $416,715,000 of 8.5% notes due 2022;
• $4,171,000 of its $137,379,000 of 8% notes due 2022;
• $26,865,000 of its $154.64 million of 6.75% notes due 2023;
• $19,538,000 of its $225,359,000 of 7.125% notes due 2017;
• $7,504,000 of its $103.06 million of 4.5% notes due 2019;
• $33,225,000 of its $143,412,000 of 7% notes due 2026;
• $38,911,000 o its $244,433,000 of 6.95% notes due 2026;
• $31,027,000 of its $203,629,000 of 6.75% notes due 2028;
• $24,167,000 of its $176,379,000 of 6.7% notes due 2036;
• $9,422,000 of its $122,559,000 of 6.75% notes due 2038; and
• $82,381,000 principal amount at maturity of its $253,307,000 zero-coupon notes due 2020.
The notes are listed in order of acceptance priority level.
The company offered to exchange up to $1 billion principal amount of the notes in the second offer for new 3.3% notes due 2021 issued by Coca-Cola and cash.
The new notes will constitute a further issuance of and form a single series with the notes the company expected to issue for cash on Aug. 10.
Exchange prices
Holders who tendered by the early participation date will receive the total exchange price, which is noted in the table below and includes an early participation payment. The early participation payment is $10.00 in cash per $1,000 principal amount of the $350 million of 3.75% notes due 2012 and $250 million of 8.5% notes due 2012. For each remaining series of notes, the early participation payment is $40.00 in cash per $1,000 principal amount of notes.
The total exchange price equals the discounted value on the early settlement date of the remaining payments of principal at maturity and interest per $1,000 principal amount of notes through maturity using the yield equal to the sum of the bid-side yield of a designated U.S. Treasury security as of 11 a.m. ET on Aug. 17 plus a fixed spread.
For each $1,000 principal amount of notes other than the zero-coupon notes, the total exchange price includes $1,000 principal amount of new notes plus a cash amount equal to the total exchange price less the new notes value.
The cash amount will be increased by unpaid interest on the old notes exchanged and decreased by the interest on the new notes issued in exchange for those old notes that has accrued up to but excluding the applicable settlement date. The cash amounts noted in the table exclude net accrued interest.
For each $1,000 principal amount at maturity of zero-coupon notes, the total exchange price includes a principal amount of new notes equal to the accreted amount on the early settlement date of each $1,000 principal amount at maturity of notes plus a cash amount equal to (1) the total exchange price less (2) (x) the new notes value multiplied by (y) (i) the accreted amount on the early settlement date of each $1,000 principal amount at maturity of notes divided by (ii) $1,000.
The accreted amount as of the early settlement date is $485.38 per $1,000 principal amount at maturity.
Because the zero-coupon notes do not accrue interest, an amount representing interest on the new notes received in exchange for zero-coupon notes will be deducted from the cash payment.
The new notes value equals the discounted value on the early settlement date of the remaining payments of principal and interest per $1,000 principal amount of the applicable series of new notes through the maturity date of that series of new notes, calculated at the pricing time using the yield equal to the sum of the bid-side yield of a designated U.S. Treasury security plus a fixed spread.
Other terms
The exchange offers were subject to a tax fungibility condition and the issuance of the new notes for cash.
The exchange offers were only made to holders who are qualified institutional buyers as defined in Rule 144A under the Securities Act or who are persons other than U.S. persons as defined in Rule 902 under the Securities Act.
Global Bondholder Services Corp. (866 488-1500 or, for banks and brokerage firms, 212 430-3774) is the information agent.
Coca-Cola is a beverage manufacturer and distributor based in Atlanta.
Coca-Cola exchange offers
| Notes | Reference Treasury | Spread (bps) | Exchange price | Cash component
|
| 7.375% notes due 2014 | 0.625% due July 15, 2014 | 20 | $1,172.54 | $158.24
|
| 4.25% notes due 2015 | 2.375% due Feb. 28, 2015 | 35 | $1,117.95 | $103.65
|
| 5% notes due 2013 | 0.375% due July 31, 2013 | 25 | $1,090.12 | $75.82
|
| 3.75% notes due 2012 | 0.375% due July 31, 2013 | Zero | $1,018.95 | $4.65
|
| 8.5% notes due 2012 | 0.375% due July 31, 2013 | Negative 5 | $1,037.58 | $23.28
|
| 8.5% notes due 2022 | 3.125% due May 15, 2021 | 65 | $1,510.05 | $475.29
|
| 8% notes due 2022 | 3.125% due May 15, 2021 | 75 | $1,476.66 | $441.90
|
| 6.75% notes due 2023 | 3.125% due May 15, 2021 | 80 | $1,380.13 | $345.37
|
| 7.125% notes due 2017 | 2.25% due July 31, 2018 | Zero | $1,317.70 | $282.94
|
| 4.5% notes due 2019 | 3.125% due May 15, 2021 | 5 | $1,165.43 | $130.67
|
| 7% notes due 2026 | 4.375% due May 15, 2041 | 20 | $1,361.04 | $326.28
|
| 6.95% notes due 2026 | 4.375% due May 15, 2041 | 20 | $1,357.45 | $322.69
|
| 6.75% notes due 2028 | 4.375% due May 15, 2041 | 30 | $1,348.14 | $313.38
|
| 6.7% notes due 2036 | 4.375% due May 15, 2041 | 55 | $1,389.66 | $354.90
|
| 6.75% notes due 2038 | 4.375% due May 15, 2041 | 55 | $1,408.35 | $373.59
|
| Zero-coupon notes due 2020 | 3.125% due May 15, 2021 | 25 | $807.96 | $305.71
|
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