Tuesday 27 September 2022

Keurig Dr Pepper announces pricing of secondary offering of common stock

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BURLINGTON, Mass. and PLANO, Texas, U.S. – Keurig Dr Pepper (the “Company” or “KDP”) announced today the pricing of its previously-announced registered public secondary offering which will include 40.0 million shares of the Company’s common stock, or approximately 2.8% of the Company’s outstanding common stock.

All of the shares have been offered by Maple Holdings B.V. (“Maple”) and by Mondelēz International Holdings LLC. The selling stockholders have granted the underwriter a 30-day option to purchase up to an additional 6.0 million shares of the Company’s common stock.

Maple is a holding company majority-owned by JAB Holdings B.V. (“JAB”). JAB has directly purchased 7.4 million shares of the Company’s common stock in this offering at a price equal to the price paid for the common stock by the underwriter. JAB may also purchase additional shares if the underwriter exercises its option. The net impact of the offering is expected to increase the float by approximately 2.3%.

Upon completion of the offering, assuming that the underwriter’s option to purchase additional shares is not exercised, Maple and JAB will collectively beneficially own approximately 65.1% of the Company’s outstanding common stock.

Morgan Stanley & Co. LLC is acting as underwriter for the offering.

The underwriter may offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, subject to its right to reject any order in whole or in part.

The offering will be made only by means of an effective registration statement and a prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained from: Morgan Stanley & Co. LLC at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department. Copies of the preliminary prospectus supplement and the related prospectus may also be obtained free of charge from the website of the U.S. Securities and Exchange Commission (the “SEC”) at http://www.sec.gov.

The Company has previously filed with the SEC a registration statement (including a prospectus) of Form S-3 (File No. 333-233477) as well as a prospectus supplement, each dated August 27, 2019, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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