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): January 6, 2011
Dr Pepper Snapple Group, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33829
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98-0517725 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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| 5301 Legacy Drive, Plano, Texas
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75024 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 972-673-7300
Not Applicable
(Former name or former address, if changed since last report)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2011, Dr Pepper Snapple Group, Inc. (“DPS”) entered into an Underwriting
Agreement with J.P. Morgan Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated and
UBS Securities LLC, as joint bookrunning managers and on behalf of the several
underwriters named therein (the “Underwriting Agreement”), providing for the purchase and sale of
$500 million aggregate principal amount of our 2.900% Senior Notes due 2016 (the “Notes”) in an
offering registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes
will be fully and unconditionally guaranteed by our existing and future subsidiaries that guarantee
our other indebtedness (the “Subsidiary Guarantors”). At the time of issuance, the Notes
will be guaranteed by all of our domestic subsidiaries (except two immaterial subsidiaries
associated with our charitable foundations). Issuance and delivery of the Notes is expected to
occur, subject to customary closing conditions, pursuant to the Indenture, dated as of December 15,
2009, between DPS and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and a Second Supplemental
Indenture to be entered into among DPS, the Subsidiary Guarantors and the Trustee. DPS
estimates that its net proceeds from the sale of the Notes will be approximately $496.9 million
(after underwriting discounts and offering expenses). DPS intends to use such net proceeds to
replace a portion of the cash used to purchase its 6.82% Senior Notes due 2018 tendered pursuant to
its December 1, 2010 cash tender offer, with such proceeds to be available for general corporate
purposes. The Underwriting Agreement contains customary representations, warranties and agreements
of DPS and customary conditions to closing, indemnification rights and obligations of the parties
and termination provisions. We expect this transaction to close on January 11, 2011.
A copy of the Underwriting Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K. The summary of the Underwriting Agreement in this Item 1.01 is qualified entirely by the terms
and conditions set forth in the Underwriting Agreement, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
10.1
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Underwriting Agreement dated January 6, 2011, among J.P.
Morgan Securities LLC , Merrill Lynch, Pierce Fenner &
Smith Incorporated and UBS Securities LLC, as joint
bookrunning managers and on behalf of the several
underwriters named in Schedule II thereto, and Dr Pepper
Snapple Group, Inc. |