Coca-Cola European holds exchange offers for three issues, consent bids for several more

By Susanna Moon

Chicago, March 12 – Coca-Cola European Partners plc is offering to exchange three series of notes for new notes to be issued by Coca-Cola European with a guarantee from Coca-Cola European Partners US, LLC.

The company is offering to swap out the following notes:

• $525 million of 3.5% notes due 2020 for new 3.5% notes;

• $250 million of 3.25% notes due 2021 for new 3.25% notes; and

• $300 million of 4.5% notes due 2021 for new 4.5% notes.

The old notes were issued by CCEP US, as successor by merger to Coca-Cola Enterprises, Inc. and formerly named International CCE Inc., and are guaranteed by CCEP.

Along with the exchange, Coca-Cola European is soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants, according to a company announcement.

The total exchange value for each $1,000 principal amount will be $1,000 principal amount of new notes plus $1.50 in cash.

The total exchange amount includes an early exchange premium of $30.00 per $1,000 principal amount of notes tendered before the early deadline of 5 p.m. ET on March 23.

Holders also will receive accrued interest to but excluding the settlement date.

The exchange offers and consent solicitations will continue until 11:59 p.m. ET on April 9.

Tendered notes may be withdrawn before the early deadline.

Holders may not deliver consents without tendering their notes, and holders who tender will be deemed to have delivered consents.

D. F. King & Co., Inc. (212 269-5550, 888 605-1956 or cce@dfking.com) is the exchange agent and information agent.

Consent bid

Coca-Cola European Partners US also is holding separate consent solicitations for the €350 million of 2% notes due 2019, €350 million of 2.625% notes due 2023, €350 million of 2.375% notes due 2025, €250 million of 2.75% notes due 2026 and €500 million of 1.875% notes due 2030, each originally issued by Coca-Cola Enterprises, Inc. and guaranteed by Coca-Cola European Partners plc.

The early participation fee will be 0.15% for holders who submit consent instructions in favor by 11 a.m. ET on March 23.

The consent solicitation will end at 11 a.m. ET on March 27.

Since 2016, Coca-Cola European has been the issuer of debt securities for the group, with a full and unconditional guarantee by Coca-Cola European US.

Coca-Cola European is the ultimate owner of the group’s bottling and distribution operations and the indirect parent company of Coca-Cola European US.

The consent solicitations are being held to consolidate debt of the group by aligning the obligor and guarantor of the notes with the most recent issues of the company, according to a company announcement.

By simplifying the company’s capital structure as well as that of its consolidated subsidiaries, the amendments would reduce its administrative complexity, the release noted.

The consent solicitations are being made to holders who are not U.S. persons under Regulation S.

Bondholder meetings have been scheduled for April 3 in London.

The quorum required for each meeting is one or more persons representing at least 50% of each series. To pass, the proposal requires a majority consisting of at least 75% of the votes cast.

The lead solicitation agents are Barclays Bank plc (+44 20 3134 8515 or eu.lm@barclays.com) and Mizuho International plc (+44 20 7090 6442 or FI-DCM-LiabilityManagement@us.mizuho-sc.com). The co-solicitation agents are Deutsche Bank AG, London Branch and Merrill Lynch International. The tabulation and information agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or cocacola@lucid-is.com).

Coca-Cola European is a consumer packaged goods company based in Uxbridge, England.

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