Current Report Filing (8-k)
2021年5月7日 - 5:07AM
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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)
May 6, 2021
COCA
COLA CO
(Exact name of Registrant as specified
in its charter)
Delaware
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001-02217
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58-0628465
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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One Coca-Cola Plaza
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30313
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Atlanta, Georgia
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(Zip Code)
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(Address of principal executive offices)
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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:
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.25 Par Value
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KO
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New York Stock Exchange
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0.500% Notes Due 2024
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KO24
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New York Stock Exchange
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1.875% Notes Due 2026
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KO26
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New York Stock Exchange
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0.750% Notes Due 2026
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KO26C
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New York Stock Exchange
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1.125% Notes Due 2027
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KO27
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New York Stock Exchange
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0.125% Notes Due 2029
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KO29A
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New York Stock Exchange
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0.125% Notes Due 2029
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KO29B
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New York Stock Exchange
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1.250% Notes Due 2031
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KO31
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New York Stock Exchange
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0.375% Notes Due 2033
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KO33
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New York Stock Exchange
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0.500% Notes Due 2033
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KO33A
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New York Stock Exchange
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1.625% Notes Due 2035
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KO35
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New York Stock Exchange
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1.100% Notes Due 2036
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KO36
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New York Stock Exchange
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0.800% Notes Due 2040
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KO40B
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New York Stock Exchange
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1.000% Notes Due 2041
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KO41
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New York Stock Exchange
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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 o
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. o
Euro-Denominated Notes Offering
On May 6, 2021, The Coca-Cola
Company (the “Company”) completed its previously announced public offering of €500,000,000 aggregate principal amount
of its 0.400% Notes due 2030 and €500,000,000 aggregate principal amount of its 0.950% Notes due 2036 (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. 333-234311) filed with the Securities
and Exchange Commission (the “SEC”) on October 24, 2019.
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, together with cash on hand, for the purchase of certain of its outstanding euro-denominated
notes tendered pursuant to the Tender Offers (defined below) and the payment of related accrued and unpaid interest, premiums, fees and
expenses.
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.
Tender Offers
On May 6, 2021, the Company
issued a press release announcing the expiration and results of the previously announced tender offers to purchase for cash any and all
of certain of the Company’s debt securities (the “Tender Offers”). A copy of the press release is attached as Exhibit
99.1 and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) 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.
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.
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Description
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4.1
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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.
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4.2
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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.
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4.3
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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.
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4.4
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Form of Note for 0.400% Notes due 2030.
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4.5
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Form of Note for 0.950% Notes due 2036.
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Euro Notes.
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23.1
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.
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99.1
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Press release, dated May 6, 2021, of The Coca-Cola Company.
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104
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Cover Page Interactive Data File (the cover page XBRL
tags are embedded within the iXBRL document).
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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.
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THE COCA-COLA COMPANY
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(REGISTRANT)
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Date: May 6, 2021
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By:
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/s/ Larry M. Mark
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Name: Larry M. Mark
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Title: Vice President, Global Finance Operations
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