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Keurig Dr Pepper announces proposed secondary offering of common stock

Keurig completion

BURLINGTON, Mass. and PLANO, Texas, U.S. — Keurig Dr Pepper (NYSE: KDP)  announced today the commencement of a registered public secondary offering of 40.0 million shares, or approximately 2.8%, of the Company’s outstanding common stock. All of the shares sold in the offering will be sold by Maple Holdings B.V. (“Maple”).

Maple is a holding company majority-owned by JAB Holdings B.V. (“JAB”). JAB has indicated an interest in purchasing directly an aggregate of up to approximately 7.4 million shares of common stock in this offering at a price equal to the price paid for the common stock by the underwriter. The net impact of the offering is expected to increase Keurig Dr Pepper’s float by approximately 2.3%.

The Company is not selling any shares of common stock and will not receive any proceeds from the proposed offering. Upon completion of the offering, assuming JAB purchases approximately 7.4 million shares of common stock in the offering, Maple and JAB will collectively own approximately 62.8% of the Company’s outstanding common stock. Maple may distribute the proceeds of the offering to its members or otherwise redeem interests of its members from time to time, including JAB. Maple and JAB collectively intend to remain a controlling shareholder in KDP.

Goldman Sachs & Co. LLC is acting as underwriter for the proposed offering.

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: Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com. 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) on 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.