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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
15, 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.) |
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One
Coca-Cola Plaza |
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Atlanta, |
Georgia |
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30313 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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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. ☐
Euro-Denominated Notes Offering
On August 15, 2024, The Coca-Cola Company (the “Company”) completed
its previously announced public offering of €500,000,000 aggregate principal amount of its 3.375% Notes due 2037 and €500,000,000
aggregate principal amount of its 3.750% Notes due 2053 (collectively, the “Euro Notes”).
The offering of the Euro 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 Euro 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 Euro
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:
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· |
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; |
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· |
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; |
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|
· |
may apply standards of materiality in a way that is different from what may
be viewed as material to you or other investors; and |
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· |
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. |
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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 3.375% Notes due 2037. |
4.5 |
Form of Note for 3.750% Notes due 2053. |
5.1 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Euro 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 15, 2024
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THE COCA-COLA COMPANY |
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(REGISTRANT) |
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By: |
/s/
ERIN MAY |
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Name: |
Erin May |
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Title:
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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 CLEARSTREAM BANKING, SOCIÉTÉ ANONYME OR EUROCLEAR BANK
S.A./N.V. (EACH A “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED 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, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.
THE COCA-COLA COMPANY
3.375% Notes due 2037
CUSIP No. 191216 DW7
ISIN No. XS2874154946
Common Code: 287415494
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 BT GLOBENET NOMINEES LIMITED (as nominee
of the Depositary), or its registered assigns, the principal sum of [_________] (€[__________]) on August 15, 2037 and to pay interest
thereon from August 15, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually
on August 15 in each year, commencing August 15, 2025 at the rate of 3.375% per annum until the principal hereof is paid or made available
for payment. Interest on the Securities shall be computed on the basis of the actual number of days in the period for which interest
is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities (or from
August 15, 2024, if no interest has been paid on the Securities) to but excluding the next scheduled Interest Payment Date. This payment
convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. 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 Business Day immediately preceding such 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.
As
set forth herein, the Company will pay additional interest on this Security in certain circumstances.
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, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment
was due. No interest will accrue on any amounts payable for the period from and after the date for payment of principal of or interest
on this Security or the Maturity of this Security provided such payment is made on such 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 or London and on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system, or any successor thereto, operates.
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
a location agreed upon between the Company and the Paying Agent; provided, however, that at the option of the Company payment of interest,
other than interest at Maturity, or upon redemption, may be made by check drawn upon the 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; provided, further,
that (1) the Depositary, as Holder of the Securities, or (2) a Holder of more than €5,000,000 in aggregate principal amount
of a Series of Securities in definitive form is entitled to require the Paying Agent to make payments of interest, other than interest
due at Maturity or upon redemption, by wire transfer of immediately available funds into an account maintained by the Holder in the United
States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the instructions not less than ten days
prior to the applicable Interest Payment Date. The principal and interest payable on any of the Securities at Maturity, or upon redemption,
will be paid by wire transfer of immediately available funds against presentation of a Security at the office of the Transfer Agent and
Registrar.
All
payments on this Security will be payable in Euro. If, however, the Euro is unavailable to the Company due to the imposition of exchange
controls or other circumstances beyond the Company’s control or if the Euro is no longer being used by the then Member States of the
European Monetary Union (the “Member States”) that have adopted the Euro as their currency or for the settlement of transactions
by public institutions of or within the international banking community, then all payments in respect of this Security will be made in
U.S. Dollars until the Euro is again available to the Company or so used. In such circumstance, the amount otherwise payable by the Company
on any date in Euro will be converted into U.S. Dollars at a rate determined by the Company in good faith. If applicable laws or regulations
of the Member States (including official pronouncements applying those laws or regulations) mandated, in the Company’s good faith determination,
the use of a specific exchange rate for these purposes, the Company will apply the exchange rate so mandated. Any payment in respect
of this Security so made in U.S. Dollars will not constitute an Event of Default under this Security or the Indenture. Neither the Trustee
nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
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 |
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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 or its designee, 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 Euroclear and Clearstream 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 Notes 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 Notes 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 Notes of each Series at the time outstanding, on behalf of the Holders of all Notes 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 Notes 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, German government securities 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.
This
Note is exchangeable for definitive Notes only if (1) the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for this Note and the Company does not appoint a successor Depositary within 90 days after receiving that notice or becoming
aware that the Depositary is no longer registered or (2) the Company executes and delivers to the Trustee a Company Order that this Note
shall be so exchangeable. In such case, this Note shall be exchangeable into definitive Notes issuable only in denominations of €100,000
and integral multiples of €1,000 in excess thereof. No definitive Notes shall be issuable in denominations of less than €100,000.
If this Note is exchanged pursuant to the preceding sentences, it shall be exchangeable for definitive Notes at the office of the Transfer
Agent and Registrar, currently located at Deutsche Bank Trust Company Americas, 1 Columbus Circle, 17th
Floor, Mail Stop NYC01-1710, New York, New York 10019, registered in the name or names that the Depositary gives to the
Trustee, bearing interest at the same rate, having the same date of issuance, redemption provisions, Stated Maturity and other terms
in registered form and of differing denominations aggregating a like amount.
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 Note for registration of transfer at the office or agency of the Transfer Agent and Registrar, currently
located at Deutsche Bank Trust Company Americas, 1 Columbus Circle, 17th
Floor, Mail Stop NYC01-1710, New York, New York 10019, or at any other office or agency of the Company where the principal
of and interest on this Note are payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Transfer Agent and Registrar, 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 and only in minimum denominations of €100,000 and any integral multiple
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 15, 2037 (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:
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100% of the principal amount
of the Notes to be redeemed; and |
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· |
(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 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government
Bond Rate plus 20 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.
Neither
the Trustee nor the Paying Agent shall have any responsibility for any calculation of the Redemption Price.
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.
The
term “Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places,
with 0.0005 being rounded upwards), on the third Business Day prior to the Redemption Date, of the Comparable Government Bond (as defined
below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business
Day as determined by an independent investment bank selected by the Company.
The
term “Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion
of an independent investment bank selected by the Company, a German federal government bond whose maturity is closest to the maturity
of the Notes to be redeemed (assuming that the Notes to be redeemed matured on the Par Call Date), or if such independent investment
bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent
investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by the Company,
determine to be appropriate for determining the Comparable Government Bond Rate.
Notice
of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear to
the Holders of the Notes not less than 10 days and not more than 60 days before the Redemption Date of the Notes being redeemed. Unless
the Company defaults on payment of the Redemption Price, on and after the Redemption Date, the Notes or any portion of the Notes called
for redemption will stop accruing interest. A partial redemption of Notes may be effected pursuant to applicable procedures of the depositary
or the Paying Agent, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for such
Notes or any integral multiple of €1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than
the minimum authorized denomination for such Notes.
The
Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company of the principal of and interest on the Notes to a Holder who is not a
United States Person (as defined below), after withholding or deduction for any present or future tax, assessment or other governmental
charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Notes
to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) |
to any tax, assessment
or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds
such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership
or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having
been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(b) having a current
or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes or
the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of
the United States;
(c) being or having
been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income
tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being a controlled
foreign corporation within the meaning of Section 957(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”)
related within the meaning of Code Section 864(d)(4) to the Company;
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(e)
being or having been a “10-percent shareholder” of the Company as defined in
section 871(h)(3) of the Code, or any successor provision;
(f) being subject to
income tax withholding or backup withholding as of the date of the purchase by the Holder or beneficial owner of the Notes; or
(g) being a bank receiving payments on an
extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
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to any Holder that is not
the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company,
but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary,
or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share
of the payment; |
(3) |
to any tax, duty, levy, assessment
or other governmental charge which would not have been imposed but for the presentation of the note or evidence of beneficial ownership
thereof (where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due
and payable or the date on which payment is duly provided for, whichever occurs later; |
(4) |
to any tax, assessment or
other governmental charge that would not have been imposed but for the failure of the Holder or any other Person to comply with certification,
identification or information reporting requirements concerning the nationality, residence, identity or connection with the United
States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or
any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption
from such tax, assessment or other governmental charge; |
(5) |
to any inheritance, gift,
estate, personal property, sales, transfer or similar tax, duty levy, assessment, or similar governmental charge; |
(6) |
to any tax, duty, levy, assessment,
or other governmental charge that is payable otherwise than by withholding from payments in respect of the Notes; |
(7) |
to any tax, duty, levy, assessment
or governmental charge that would not have been imposed but for an election by the Holder or beneficial owner of the Notes, the effect
of which is to make one or more payments in respect of the Notes subject to United States federal income tax, state or local tax,
or any other tax, duty, levy, assessment or other governmental charge; |
(8) |
to any tax, duty, levy, assessment
or governmental charge imposed under any of Sections 1471 through 1474 of the Code, any applicable United States Treasury Regulations
promulgated thereunder, or any judicial or administrative interpretation of any of the foregoing; or |
(9) |
to any combination of items
(1), (2), (3), (4), (5), (6), (7), or (8) above. |
This
Note is subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to
this Note. Except as specifically provided above, no payment will be required for any tax, assessment or other governmental charge imposed
by any government or a political subdivision or taxing authority of or in any government or political subdivision.
If
the Company is required to pay any additional amounts as described above with respect to the Notes, the Company will notify the Trustee
and the Paying Agent pursuant to an Officer’s Certificate that specifies the additional amounts payable and when the additional
amounts are payable. If the Trustee and the Paying Agent do not receive such an Officer’s Certificate from the Company, the Trustee
and the Paying Agent may rely on the absence of such an Officer’s Certificate in assuming that no such additional amounts are payable.
The
term “United States” means the United States of America, the states of the United States, and the District of Columbia, and
the term “United States Person” means any individual who is a citizen or resident of the United States for United States
federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after August 15,
2024, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay
additional amounts as described above with respect to the Notes, then the Company may at any time at the Company’s option redeem,
in whole, but not in part, the Notes on not less than 15 nor more than 30 days’ prior notice to the Holders, at a redemption price
equal to 100% of their principal amount plus accrued and unpaid interest on the Notes to the date fixed for redemption.
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 |
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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 CLEARSTREAM BANKING, SOCIÉTÉ ANONYME OR EUROCLEAR BANK
S.A./N.V. (EACH A “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED 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, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.
THE COCA-COLA COMPANY
3.750% Notes due 2053
CUSIP No. 191216 DX5
ISIN No. XS2874157295
Common Code: 287415729
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 BT GLOBENET NOMINEES LIMITED (as nominee
of the Depositary), or its registered assigns, the principal sum of [_________] (€[__________]) on August 15, 2053 and to pay interest
thereon from August 15, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually
on August 15 in each year, commencing August 15, 2025 at the rate of 3.750% per annum until the principal hereof is paid or made available
for payment. Interest on the Securities shall be computed on the basis of the actual number of days in the period for which interest
is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities (or from
August 15, 2024, if no interest has been paid on the Securities) to but excluding the next scheduled Interest Payment Date. This payment
convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. 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 Business Day immediately preceding such 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.
As
set forth herein, the Company will pay additional interest on this Security in certain circumstances.
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, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date the payment
was due. No interest will accrue on any amounts payable for the period from and after the date for payment of principal of or interest
on this Security or the Maturity of this Security provided such payment is made on such 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 or London and on which the Trans-European Automated
Real-time Gross Settlement Express Transfer system, or any successor thereto, operates.
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
a location agreed upon between the Company and the Paying Agent; provided, however, that at the option of the Company payment of interest,
other than interest at Maturity, or upon redemption, may be made by check drawn upon the 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; provided, further,
that (1) the Depositary, as Holder of the Securities, or (2) a Holder of more than €5,000,000 in aggregate principal amount
of a Series of Securities in definitive form is entitled to require the Paying Agent to make payments of interest, other than interest
due at Maturity or upon redemption, by wire transfer of immediately available funds into an account maintained by the Holder in the United
States, by sending appropriate wire transfer instructions as long as the Paying Agent receives the instructions not less than ten days
prior to the applicable Interest Payment Date. The principal and interest payable on any of the Securities at Maturity, or upon redemption,
will be paid by wire transfer of immediately available funds against presentation of a Security at the office of the Transfer Agent and
Registrar.
All
payments on this Security will be payable in Euro. If, however, the Euro is unavailable to the Company due to the imposition of exchange
controls or other circumstances beyond the Company’s control or if the Euro is no longer being used by the then Member States of the
European Monetary Union (the “Member States”) that have adopted the Euro as their currency or for the settlement of transactions
by public institutions of or within the international banking community, then all payments in respect of this Security will be made in
U.S. Dollars until the Euro is again available to the Company or so used. In such circumstance, the amount otherwise payable by the Company
on any date in Euro will be converted into U.S. Dollars at a rate determined by the Company in good faith. If applicable laws or regulations
of the Member States (including official pronouncements applying those laws or regulations) mandated, in the Company’s good faith determination,
the use of a specific exchange rate for these purposes, the Company will apply the exchange rate so mandated. Any payment in respect
of this Security so made in U.S. Dollars will not constitute an Event of Default under this Security or the Indenture. Neither the Trustee
nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
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 |
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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 or its designee, 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 Euroclear and Clearstream 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 Notes 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 Notes 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 Notes of each Series at the time outstanding, on behalf of the Holders of all Notes 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 Notes 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, German government securities 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.
This
Note is exchangeable for definitive Notes only if (1) the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for this Note and the Company does not appoint a successor Depositary within 90 days after receiving that notice or becoming
aware that the Depositary is no longer registered or (2) the Company executes and delivers to the Trustee a Company Order that this Note
shall be so exchangeable. In such case, this Note shall be exchangeable into definitive Notes issuable only in denominations of €100,000
and integral multiples of €1,000 in excess thereof. No definitive Notes shall be issuable in denominations of less than €100,000.
If this Note is exchanged pursuant to the preceding sentences, it shall be exchangeable for definitive Notes at the office of the Transfer
Agent and Registrar, currently located at Deutsche Bank Trust Company Americas, 1 Columbus Circle, 17th
Floor, Mail Stop NYC01-1710, New York, New York 10019, registered in the name or names that the Depositary gives to the
Trustee, bearing interest at the same rate, having the same date of issuance, redemption provisions, Stated Maturity and other terms
in registered form and of differing denominations aggregating a like amount.
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 Note for registration of transfer at the office or agency of the Transfer Agent and Registrar, currently
located at Deutsche Bank Trust Company Americas, 1 Columbus Circle, 17th
Floor, Mail Stop NYC01-1710, New York, New York 10019, or at any other office or agency of the Company where the principal
of and interest on this Note are payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Transfer Agent and Registrar, 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 and only in minimum denominations of €100,000 and any integral multiple
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 February 15, 2053 (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:
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100% of the principal amount
of the Notes to be redeemed; and |
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(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 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government
Bond Rate plus 20 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.
Neither
the Trustee nor the Paying Agent shall have any responsibility for any calculation of the Redemption Price.
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.
The
term “Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places,
with 0.0005 being rounded upwards), on the third Business Day prior to the Redemption Date, of the Comparable Government Bond (as defined
below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business
Day as determined by an independent investment bank selected by the Company.
The
term “Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion
of an independent investment bank selected by the Company, a German federal government bond whose maturity is closest to the maturity
of the Notes to be redeemed (assuming that the Notes to be redeemed matured on the Par Call Date), or if such independent investment
bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent
investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by the Company,
determine to be appropriate for determining the Comparable Government Bond Rate.
Notice
of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear to
the Holders of the Notes not less than 10 days and not more than 60 days before the Redemption Date of the Notes being redeemed. Unless
the Company defaults on payment of the Redemption Price, on and after the Redemption Date, the Notes or any portion of the Notes called
for redemption will stop accruing interest. A partial redemption of Notes may be effected pursuant to applicable procedures of the depositary
or the Paying Agent, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for such
Notes or any integral multiple of €1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than
the minimum authorized denomination for such Notes.
The
Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts
as are necessary in order that the net payment by the Company of the principal of and interest on the Notes to a Holder who is not a
United States Person (as defined below), after withholding or deduction for any present or future tax, assessment or other governmental
charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Notes
to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) |
to any tax, assessment
or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds
such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership
or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having
been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(b) having a current
or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes or
the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of
the United States;
(c) being or having
been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income
tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being a controlled
foreign corporation within the meaning of Section 957(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”)
related within the meaning of Code Section 864(d)(4) to the Company;
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(e)
being or having been a “10-percent shareholder” of the Company as defined in
section 871(h)(3) of the Code, or any successor provision;
(f) being subject to
income tax withholding or backup withholding as of the date of the purchase by the Holder or beneficial owner of the Notes; or
(g) being a bank receiving payments on an
extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
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to any Holder that is not
the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company,
but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary,
or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share
of the payment; |
(3) |
to any tax, duty, levy, assessment
or other governmental charge which would not have been imposed but for the presentation of the note or evidence of beneficial ownership
thereof (where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due
and payable or the date on which payment is duly provided for, whichever occurs later; |
(4) |
to any tax, assessment or
other governmental charge that would not have been imposed but for the failure of the Holder or any other Person to comply with certification,
identification or information reporting requirements concerning the nationality, residence, identity or connection with the United
States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or
any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption
from such tax, assessment or other governmental charge; |
(5) |
to any inheritance, gift,
estate, personal property, sales, transfer or similar tax, duty levy, assessment, or similar governmental charge; |
(6) |
to any tax, duty, levy, assessment,
or other governmental charge that is payable otherwise than by withholding from payments in respect of the Notes; |
(7) |
to any tax, duty, levy, assessment
or governmental charge that would not have been imposed but for an election by the Holder or beneficial owner of the Notes, the effect
of which is to make one or more payments in respect of the Notes subject to United States federal income tax, state or local tax,
or any other tax, duty, levy, assessment or other governmental charge; |
(8) |
to any tax, duty, levy, assessment
or governmental charge imposed under any of Sections 1471 through 1474 of the Code, any applicable United States Treasury Regulations
promulgated thereunder, or any judicial or administrative interpretation of any of the foregoing; or |
(9) |
to any combination of items
(1), (2), (3), (4), (5), (6), (7), or (8) above. |
This
Note is subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to
this Note. Except as specifically provided above, no payment will be required for any tax, assessment or other governmental charge imposed
by any government or a political subdivision or taxing authority of or in any government or political subdivision.
If
the Company is required to pay any additional amounts as described above with respect to the Notes, the Company will notify the Trustee
and the Paying Agent pursuant to an Officer’s Certificate that specifies the additional amounts payable and when the additional
amounts are payable. If the Trustee and the Paying Agent do not receive such an Officer’s Certificate from the Company, the Trustee
and the Paying Agent may rely on the absence of such an Officer’s Certificate in assuming that no such additional amounts are payable.
The
term “United States” means the United States of America, the states of the United States, and the District of Columbia, and
the term “United States Person” means any individual who is a citizen or resident of the United States for United States
federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States,
any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States
(or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after August 15,
2024, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay
additional amounts as described above with respect to the Notes, then the Company may at any time at the Company’s option redeem,
in whole, but not in part, the Notes on not less than 15 nor more than 30 days’ prior notice to the Holders, at a redemption price
equal to 100% of their principal amount plus accrued and unpaid interest on the Notes to the date fixed for redemption.
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
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO |
August 15, 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 €500,000,000 aggregate principal amount of its 3.375% Notes due 2037 and €500,000,000 aggregate principal amount
of its 3.750% Notes due 2053 (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 15, 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 8, 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 8, 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 8, 2024 (the “Underwriting
Agreement”), among the Company and the 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 BT Globenet Nominees Limited
(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 8,
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 8, 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 15, 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 15, 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) we
call to your attention that the opinion stated herein is subject to possible judicial action giving effect to governmental actions or
laws of jurisdictions other than those with respect to which we express our opinion;
(f) we
have assumed, with your consent, that the choice of euro as the currency in which the Note Certificates are denominated does not contravene
any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not
award a judgment in any currency other than U.S. dollars;
(g) 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;
(h) 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
(i) 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 15, 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, |
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|
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
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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