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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
August
14, 2024
COCA COLA CO
(Exact name of
Registrant as specified in its charter)
Delaware |
001-02217 |
58-0628465 |
(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
|
|
|
One
Coca-Cola Plaza |
|
|
Atlanta, |
Georgia |
|
30313 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
|
Registrant’s
telephone number, including area code: (404) 676-2121
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, $0.25 Par Value |
KO |
New
York Stock Exchange |
1.875%
Notes Due 2026 |
KO26 |
New
York Stock Exchange |
0.750%
Notes Due 2026 |
KO26C |
New
York Stock Exchange |
1.125%
Notes Due 2027 |
KO27 |
New
York Stock Exchange |
0.125%
Notes Due 2029 |
KO29A |
New
York Stock Exchange |
0.125%
Notes Due 2029 |
KO29B |
New
York Stock Exchange |
0.400%
Notes Due 2030 |
KO30B |
New
York Stock Exchange |
1.250%
Notes Due 2031 |
KO31 |
New
York Stock Exchange |
3.125% Notes Due 2032 |
KO32 |
New York Stock Exchange |
0.375%
Notes Due 2033 |
KO33 |
New
York Stock Exchange |
0.500%
Notes Due 2033 |
KO33A |
New
York Stock Exchange |
1.625%
Notes Due 2035 |
KO35 |
New
York Stock Exchange |
1.100%
Notes Due 2036 |
KO36 |
New
York Stock Exchange |
0.950%
Notes Due 2036 |
KO36A |
New
York Stock Exchange |
0.800%
Notes Due 2040 |
KO40B |
New
York Stock Exchange |
1.000%
Notes Due 2041 |
KO41 |
New
York Stock Exchange |
3.500% Notes Due 2044 |
KO44 |
New York Stock Exchange |
Indicate by check
mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
U.S. Dollar-Denominated Notes Offering
On August 14, 2024, The Coca-Cola
Company (the “Company”) completed its previously announced public offering of $750,000,000 aggregate principal amount of its
4.650% Notes due 2034 (the “2034 notes”), $1,500,000,000 aggregate principal amount of its 5.200% Notes due 2055 (the “2055
notes”) and $750,000,000 aggregate principal amount of its 5.400% Notes due 2064 (the “2064 notes” and, together with
the 2034 notes and the 2055 notes, the “Dollar Notes”). The 2064 notes constituted a further issuance of the Company’s
5.400% Notes due 2064, of which $900,000,000 aggregate principal amount was issued on May 13, 2024 (the “existing 2064 notes”)
under the Indenture. The 2064 notes have the same CUSIP number and will trade interchangeably with the existing 2064 notes. The offering
price of the 2064 notes included accrued interest from, and including, May 13, 2024 to, but excluding, the issue date of the 2064 notes,
which was paid by the purchasers of the 2064 notes. After giving effect to the issuance of the 2064 notes, $1,650,000,000 aggregate principal
amount of 5.400% Notes due 2064 was outstanding.
The offering of the Dollar Notes
was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-268053) filed with the Securities
and Exchange Commission (the “SEC”) on October 28, 2022.
The Dollar Notes were issued under
an Amended and Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and
Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture,
dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007, between the Company and Deutsche Bank
Trust Company Americas, as successor to Bankers Trust Company, as trustee.
The Company intends to use the net
proceeds from the offering of the Dollar Notes for general corporate purposes, which may include working capital, capital expenditures,
acquisitions of or investments in businesses or assets and redemption and repayment of short-term or long-term borrowings, as well as
for making any potential payments in connection with the Company’s ongoing tax litigation with the United States Internal Revenue
Service and the Company’s final contingent consideration payment in 2025 in connection with its acquisition of fairlife, LLC.
The Indenture and the forms of global
note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01. | Financial
Statements and Exhibits. |
In reviewing the agreements included as exhibits to this report, please
remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or
disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties
by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the
other parties to the applicable agreement and:
|
|
|
|
· |
should not in all instances be treated as categorical statements of fact,
but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
|
|
|
|
· |
may have been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
|
|
|
|
· |
may apply standards of materiality in a way that is different from what may
be viewed as material to you or other investors; and |
|
|
|
|
· |
were made only as of the date of the applicable agreement or such other date
or dates as may be specified in the agreement and are subject to more recent developments. |
|
|
|
Accordingly, these representations and warranties may not describe the
actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere
in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
Exhibit No. |
Description |
4.1 |
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993. |
4.2 |
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993. |
4.3 |
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March 5, 2009. |
4.4 |
Form of Note for 4.650% Notes due 2034. |
4.5 |
Form of Note for 5.200% Notes due 2055. |
4.6 |
Form of Note for 5.400% Notes due 2064 — incorporated herein by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K filed on May 13, 2024. |
5.1 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Dollar Notes. |
23.1 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto. |
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
August 14, 2024
|
|
|
|
|
THE COCA-COLA COMPANY |
|
(REGISTRANT) |
|
|
|
By: |
/s/
ERIN MAY |
|
|
Name: |
Erin May |
|
|
Title:
|
Senior Vice President, Controller and Chief Accounting Officer |
Exhibit 4.4
THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF SECTION 2.05 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE COCA-COLA COMPANY
4.650% Notes due 2034
CUSIP No. 191216 DY3
ISIN No. US191216DY38
THE
COCA-COLA COMPANY, a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns,
the principal sum of [__________] Dollars (U.S. $[____________]) on August 14, 2034 and to pay interest thereon from August 14, 2024,
or from and including the most recent Interest Payment Date to which interest has been paid or provided for, semi-annually on February
14 and August 14 in each year, commencing February 14, 2025 at the rate of 4.650% per annum (calculated on the basis of a 360-day year
comprised of twelve 30-day months, rounded to the nearest cent), until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the 15th calendar day (whether or not a Business Day) before the next Interest Payment
Date. Any such interest which is payable but is not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this Series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities
of this Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
If
either a date for payment of principal or interest on this Security or the Maturity of this Security falls on a day that is not a Business
Day at the relevant place of payment, the related payment of principal or interest will be made on the next succeeding Business Day at
such place of payment and no interest will accrue as a result of such delayed payment on amounts payable from and after such Interest
Payment Date to the next succeeding Business Day. For this purpose, “Business Day” means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally authorized or obligated by law or executive order to close in
The City of New York and, for any place of payment outside of The City of New York, in such place of payment.
Payment
of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, New York in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may
be made by check drawn upon any Paying Agent and mailed on or prior to an Interest Payment Date to the address of the Person entitled
thereto as such address shall appear in the Securities Register, or, upon written application by the Holder to the Securities Registrar
setting forth wire instructions not later than the relevant Record Date, by wire transfer to a Dollar account.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an authenticating
agent, by the manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: |
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|
|
THE COCA-COLA COMPANY |
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|
|
By: |
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|
|
Name: Stacy Apter |
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|
Title:
Senior Vice President and Treasurer, Head of Corporate Finance |
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|
Attest:
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|
Name: Jennifer Manning |
|
Title: Secretary |
|
(Trustee’s Certificate
of Authentication)
This is one of the Securities
of the Series provided for in the within-mentioned Indenture.
|
Deutsche Bank Trust Company Americas, as Trustee |
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|
|
|
By: |
|
|
|
Authorized Signatory |
[Reverse]
This
Note (as defined herein) is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (herein
called the “Securities”), issued and to be issued in one or more Series under an Indenture, dated as of April 26, 1988, as
amended and supplemented by that First Supplemental Indenture, dated as of February 24, 1992, and by that Second Supplemental Indenture,
dated as of November 1, 2007 (as so amended and supplemented, herein called the “Indenture”), between the Company and Bankers
Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued
in one or more Series, which different Series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be denominated and bear interest, if any, in Dollars or in a Foreign Currency, may be
subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided.
No
sinking fund is provided for the Notes.
In
the event of a deposit or withdrawal of an interest in this Note, including an exchange, redemption or transfer of this Note in part
only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance
with the rules and procedures of The Depository Trust Company applicable to, and as in effect at the time of, such transaction.
If
an Event of Default with respect to the Notes shall occur and be continuing, the principal of, and accrued interest on, the Notes may
be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of such principal of and interest,
if any, on the Notes shall terminate. The Holders shall have such other rights and remedies after the occurrence and during the continuance
of an Event of Default as set forth in the Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding
of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each Series at the time outstanding, on behalf of the Holders of all Securities
of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note. The Indenture contains provisions setting forth certain conditions
to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture. Section
12.01(a) of the Indenture also contains provisions applicable to the Notes relating to the Company’s ability to discharge its obligations
with respect to the Notes and under the Indenture with respect to the Notes, upon the deposit of money, U.S. Government Obligations or
other government obligations, in an amount sufficient to pay and discharge the principal of and interest on the Notes to the Maturity
of the Note, in certain specified circumstances. The defeasance provisions described in Section 12.01(b) of the Indenture will not be
applicable to the Notes. The lien and sale and lease back provisions described in Sections 5.03 and 5.04 of the Indenture will not be
applicable to the Notes.
Subject
to the next preceding sentence hereof, no reference herein to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory
to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The
Notes are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the Holder surrendering the same.
No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior
to May 14, 2034 (three months prior to the maturity date (the “Par Call Date”)) the Company may, at its option, redeem the
Notes, in whole or in part, at any time and from time to time, at a Redemption Price (as determined by the Company, expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| · | 100%
of the principal amount of the Notes to be redeemed; and |
| · | (a)
the sum of the present values of the remaining scheduled payments of principal and interest
on the Notes to be redeemed discounted to the Redemption Date (assuming the notes matured
on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points less (b) accrued
and unpaid interest thereon to, but excluding, the Redemption Date; |
plus,
in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
On
or after the Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to time,
at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to,
but excluding, the Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury
constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from
the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life –
and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months
or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If
on the third business day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or
more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two
or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of
the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate
in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
The
Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent
manifest error.
Notice
of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures)
at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. The notice of redemption
will state any conditions applicable to a redemption and the amount of the Notes to be redeemed.
In
the case of a partial redemption, selection of the Notes for redemption will be made pro rata or by lot, or otherwise in accordance with
applicable procedures of the relevant depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the
Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder
of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the
redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes
or portions thereof called for redemption. If less than all of the Notes of such series are redeemed, such Notes shall be redeemed in
accordance with the procedures of DTC. The Trustee shall have no responsibility for the calculation of the Redemption Price.
The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.
All
terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed
by the laws of the State of New York.
ABBREVIATIONS
The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN
COM |
- |
as
tenants in common |
TEN
ENT |
- |
as
tenants by entireties (Cust) |
JT
TEN |
- |
As
joint tenants with right of survivorship and not as tenants in common |
UNIF
GIFT MIN ACT |
- |
_____________ Custodian __________________
(Minor)
Under Uniform Gifts to Minors Act
(State) |
Additional abbreviations
may also be used though not in the above list.
FORM OF ASSIGNMENT
For value received
hereby sell(s), assign(s) and transfer(s) unto
(Please insert social security or other identifying number of assignee) the within Note, and hereby irrevocably constitutes and
appoints
as attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.
Dated:
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Signature(s) |
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Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. |
Exhibit 4.5
THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF SECTION 2.05 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE COCA-COLA COMPANY
5.200% Notes due 2055
CUSIP No. 191216 DZ0
ISIN No. US191216DZ03
THE
COCA-COLA COMPANY, a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or its registered assigns,
the principal sum of [__________] Dollars (U.S. $[____________]) on January 14, 2055 and to pay interest thereon from August 14, 2024,
or from and including the most recent Interest Payment Date to which interest has been paid or provided for, semi-annually on January
14 and July 14 in each year, commencing January 14, 2025 at the rate of 5.200% per annum (calculated on the basis of a 360-day year comprised
of twelve 30-day months, rounded to the nearest cent), until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the 15th calendar day (whether or not a Business Day) before the next Interest Payment Date. Any
such interest which is payable but is not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this Series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
If
either a date for payment of principal or interest on this Security or the Maturity of this Security falls on a day that is not a Business
Day at the relevant place of payment, the related payment of principal or interest will be made on the next succeeding Business Day at
such place of payment and no interest will accrue as a result of such delayed payment on amounts payable from and after such Interest
Payment Date to the next succeeding Business Day. For this purpose, “Business Day” means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally authorized or obligated by law or executive order to close in
The City of New York and, for any place of payment outside of The City of New York, in such place of payment.
Payment
of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, The City of New York, New York in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may
be made by check drawn upon any Paying Agent and mailed on or prior to an Interest Payment Date to the address of the Person entitled
thereto as such address shall appear in the Securities Register, or, upon written application by the Holder to the Securities Registrar
setting forth wire instructions not later than the relevant Record Date, by wire transfer to a Dollar account.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an authenticating
agent, by the manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: |
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THE COCA-COLA COMPANY |
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By: |
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Name: Stacy Apter |
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Title:
Senior Vice President and Treasurer, Head of Corporate Finance |
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Attest:
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Name: Jennifer Manning |
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Title: Secretary |
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(Trustee’s Certificate
of Authentication)
This is one of the Securities
of the Series provided for in the within-mentioned Indenture.
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Deutsche Bank Trust Company Americas, as Trustee |
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By: |
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Authorized Signatory |
[Reverse]
This
Note (as defined herein) is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (herein
called the “Securities”), issued and to be issued in one or more Series under an Indenture, dated as of April 26, 1988, as
amended and supplemented by that First Supplemental Indenture, dated as of February 24, 1992, and by that Second Supplemental Indenture,
dated as of November 1, 2007 (as so amended and supplemented, herein called the “Indenture”), between the Company and Bankers
Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued
in one or more Series, which different Series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be denominated and bear interest, if any, in Dollars or in a Foreign Currency, may be
subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided.
No
sinking fund is provided for the Notes.
In
the event of a deposit or withdrawal of an interest in this Note, including an exchange, redemption or transfer of this Note in part
only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance
with the rules and procedures of The Depository Trust Company applicable to, and as in effect at the time of, such transaction.
If
an Event of Default with respect to the Notes shall occur and be continuing, the principal of, and accrued interest on, the Notes may
be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of such principal of and interest,
if any, on the Notes shall terminate. The Holders shall have such other rights and remedies after the occurrence and during the continuance
of an Event of Default as set forth in the Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each Series under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding
of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each Series at the time outstanding, on behalf of the Holders of all Securities
of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note. The Indenture contains provisions setting forth certain conditions
to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the Indenture. Section
12.01(a) of the Indenture also contains provisions applicable to the Notes relating to the Company’s ability to discharge its obligations
with respect to the Notes and under the Indenture with respect to the Notes, upon the deposit of money, U.S. Government Obligations or
other government obligations, in an amount sufficient to pay and discharge the principal of and interest on the Notes to the Maturity
of the Note, in certain specified circumstances. The defeasance provisions described in Section 12.01(b) of the Indenture will not be
applicable to the Notes. The lien and sale and lease back provisions described in Sections 5.03 and 5.04 of the Indenture will not be
applicable to the Notes.
Subject
to the next preceding sentence hereof, no reference herein to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory
to the Company duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The
Notes are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the Holder surrendering the same.
No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior
to July 14, 2054 (six months prior to the maturity date (the “Par Call Date”)) the Company may, at its option, redeem the
Notes, in whole or in part, at any time and from time to time, at a Redemption Price (as determined by the Company, expressed as a percentage
of principal amount and rounded to three decimal places) equal to the greater of:
| · | 100%
of the principal amount of the Notes to be redeemed; and |
| · | (a)
the sum of the present values of the remaining scheduled payments of principal and interest
on the Notes to be redeemed discounted to the Redemption Date (assuming the notes matured
on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points less (b) accrued
and unpaid interest thereon to, but excluding, the Redemption Date; |
plus,
in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
On
or after the Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to time,
at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to,
but excluding, the Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15”
(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury
constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from
the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on
H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life –
and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months
or years, as applicable, of such Treasury constant maturity from the Redemption Date.
If
on the third business day preceding the Redemption Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or
more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two
or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of
the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate
in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall
be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time,
of such United States Treasury security, and rounded to three decimal places.
The
Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent
manifest error.
Notice
of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures)
at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. The notice of redemption
will state any conditions applicable to a redemption and the amount of the Notes to be redeemed.
In
the case of a partial redemption, selection of the Notes for redemption will be made pro rata or by lot, or otherwise in accordance with
applicable procedures of the relevant depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the
Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder
of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the
redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.
Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes
or portions thereof called for redemption. If less than all of the Notes of such series are redeemed, such Notes shall be redeemed in
accordance with the procedures of DTC. The Trustee shall have no responsibility for the calculation of the Redemption Price.
The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.
All
terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes are governed
by the laws of the State of New York.
ABBREVIATIONS
The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN
COM |
- |
as
tenants in common |
TEN
ENT |
- |
as
tenants by entireties (Cust) |
JT
TEN |
- |
As
joint tenants with right of survivorship and not as tenants in common |
UNIF
GIFT MIN ACT |
- |
_____________ Custodian __________________
(Minor)
Under Uniform Gifts to Minors Act
(State) |
Additional abbreviations
may also be used though not in the above list.
FORM OF ASSIGNMENT
For value received
hereby sell(s), assign(s) and transfer(s) unto
(Please insert social security or other identifying number of assignee) the within Note, and hereby irrevocably constitutes and
appoints
as attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.
Dated:
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Signature(s) |
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Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. |
Exhibit
5.1
Skadden, Arps,
Slate, Meagher & Flom llp
One Manhattan West
New York, NY 10001
DIRECT DIAL
212-735-2573
DIRECT FAX
917-777-2573
EMAIL ADDRESS
Dwight.Yoo@SKADDEN.COM |
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com |
FIRM/AFFILIATE OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
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BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO |
August
14, 2024
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
RE: The
Coca-Cola Company – Senior Notes Offering
Ladies and Gentlemen:
We have acted as
special United States counsel to The Coca-Cola Company, a Delaware corporation (the “Company”),
in connection with the public offering of $750,000,000 aggregate principal amount of its 4.650% Notes due 2034, $1,500,000,000 aggregate
principal amount of its 5.200% Notes due 2055 and $750,000,000 aggregate principal amount of its 5.400% Notes due 2064 (collectively,
the “Notes”) to be issued under the Amended
and Restated Indenture, dated as of April 26, 1988 (the “Base Indenture”),
as amended by the First Supplemental Indenture, dated as of February 24, 1992 (the “First
Supplemental Indenture”), and the Second Supplemental Indenture, dated as of November 1, 2007 (the “Second
Supplemental Indenture” and, as so amended, the “Indenture”),
between the Company and Deutsche Bank Trust Company Americas (as successor to Bankers Trust Company), as trustee (the “Trustee”).
This opinion is
being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities
Act”).
In rendering the
opinion stated herein, we have examined and relied upon the following:
(a)
the registration statement on Form S-3 (File No. 333-268053)
of the Company relating to debt securities and other securities of the Company filed on October 28, 2022 with the Securities and Exchange
Commission (the “Commission”) under the Securities
Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules
and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule 430B of
the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration
Statement”);
The Coca-Cola Company
August 14, 2024
Page 2
(b) the prospectus, dated October 28, 2022 (the “Base Prospectus”),
which forms a part of and is included in the Registration Statement;
(c)
the preliminary prospectus supplement, dated August 7, 2024 (together with the Base Prospectus, the “Preliminary
Prospectus”), relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations;
(d) the prospectus supplement, dated August 7, 2024 (together with the Base Prospectus, the “Prospectus”),
relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e)
an executed copy of the Underwriting Agreement, dated August 7, 2024 (the “Underwriting
Agreement”), among the Company and the representatives of the several underwriters named therein (the “Underwriters”),
relating to the sale by the Company to the Underwriters of the Notes;
(f)
an executed copy of the Indenture;
(g)
the global certificates evidencing the Notes executed by the Company and registered in the name of Cede & Co. (the “Note
Certificates”), delivered by the Company to the Trustee for authentication and delivery;
(h)
an executed copy of a certificate of Jennifer Manning, Secretary of the Company, dated the date hereof (the “Secretary’s
Certificate”);
(i)
an executed copy of the Action of Treasurer of the Company, including the form of the Note Certificates, adopted on August 7,
2024, as certified pursuant to the Secretary’s Certificate;
(j)
a copy of the Company’s Certificate of Incorporation, as amended, certified by the Secretary of State of the State of Delaware
as of August 7, 2024, and certified pursuant to the Secretary’s Certificate;
(k)
a copy of the Company’s By-Laws, as amended and restated and in effect as of the date hereof, certified pursuant to the
Secretary’s Certificate;
(l)
copies of the Company’s Certificate of Incorporation, as in effect on each of April 21, 1988, April 26, 1988, February 24,
1992, November 1, 2007, May 1, 2024, May 2, 2024, July 26, 2024 and July 27, 2024, certified pursuant to the Secretary’s Certificate;
(m)
copies of the Company’s By-Laws, as in effect on each of April 21, 1988, April 26, 1988, February 24, 1992, November 1,
2007, May 1, 2024, May 2, 2024, July 26, 2024 and July 27, 2024, certified pursuant to the Secretary’s Certificate;
The Coca-Cola Company
August 14, 2024
Page 3
(n) copies of certain resolutions of the Board of Directors of the Company, adopted on April 21, 1988, October 16, 1991, July 18,
2007, May 2, 2024 and July 27, 2024, each certified pursuant to the Secretary’s Certificate; and
(o) copies of certain resolutions of the Finance Committee of the Board of Directors of the Company, adopted on October 15, 1991,
July 17, 2007, May 1, 2024 and July 26, 2024, each certified pursuant to the Secretary’s Certificate.
We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates
and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents
as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination,
we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted
to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts
relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations
of officers and other representatives of the Company and others and of public officials, including those in the Secretary’s Certificate
and the factual representations and warranties contained in the Transaction Documents (as defined below).
We do not express
any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation
Law of the State of Delaware (the “DGCL”) (all of
the foregoing being referred to as “Opined on Law”).
As used herein,
“Transaction Documents” means the Underwriting Agreement,
the Indenture and the Note Certificates.
Based upon the
foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificates have been
duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the DGCL and, when
duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the
Underwriting Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms under the laws of the State of New York.
The opinion stated
herein is subject to the following qualifications:
(a)
we do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally,
and the opinion stated herein is limited by such laws and orders and by general principles of equity (regardless of whether enforcement
is sought in equity or at law);
The Coca-Cola Company
August 14, 2024
Page 4
(b)
we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction
Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable
to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents
constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance
with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating
to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions
having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or
to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(e) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions
contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject
to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles
of comity and constitutionality;
(f) we have assumed that subsequent to the effectiveness of the Base Indenture, the Base Indenture has not been amended, restated,
supplemented or otherwise modified other than by the First Supplemental Indenture and the Second Supplemental Indenture in any way that
affects or relates to the Notes; and
(g) we do not express any opinion whether the execution or delivery of any Transaction Document by the Company or the performance
by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction
or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company
or any of its subsidiaries.
The Coca-Cola Company
August 14, 2024
Page 5
In addition, in
rendering the foregoing opinion we have assumed that, at all applicable times:
(a)
neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations
thereunder, including the issuance and sale of the Notes: (i) constitutes or will constitute a violation of, or a default under, any
lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption
set forth in this clause (i) with respect to those agreements or instruments expressed to be governed by the laws of the State of New
York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December
31, 2023), (ii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property
is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that
we do not make the assumption set forth in this clause (iii) with respect to the Opined on Law); and
(b)
neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations
thereunder, including the issuance and sale of the Notes, requires or will require the consent, approval, licensing or authorization
of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent
to the reference to our firm under the headings “Legal Opinions” in the Preliminary Prospectus and “Legal Matters”
in the Base Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission
as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the
Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking
to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
|
Very
truly yours, |
|
|
|
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
|
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DSY |
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Coca Cola (NYSE:KO)
過去 株価チャート
から 9 2024 まで 10 2024
Coca Cola (NYSE:KO)
過去 株価チャート
から 10 2023 まで 10 2024