Business Context and Reporting Period
This Form 8-K Current Report is filed by The Coca-Cola Company for the reporting period of September 1, 2011. The filing details the creation of a direct financial obligation through the issuance of new senior notes in connection with the expiration of a previously announced exchange offer involving debt securities of its wholly-owned subsidiary, Coca-Cola Refreshments USA, Inc. (CCR).
Key Financial Metrics and Debt Obligations
The Company issued the following new debt securities on September 1, 2011:
- 2016 Notes: $3,129,000 aggregate principal amount of 1.80% Senior Notes due September 1, 2016.
- 2021 Notes: $1,422,000 aggregate principal amount of 3.30% Senior Notes due September 1, 2021.
- Total Principal Issued: $4,551,000.
Interest payments on both series are scheduled for March 1 and September 1 of each year, commencing March 1, 2012. The Notes are general unsecured obligations ranking equally with other existing and future unsecured indebtedness. The filing text does not provide specific values for revenue, profit, cash flow, margins, or overall liquidity metrics.
Material Changes and Transaction Details
The issuance of these Notes represents a material change in the Company's capital structure, executed as an exchange for specified series of outstanding debt securities issued by CCR. The new Notes form a single series with previously issued notes from August 10, 2011, sharing the same CUSIP numbers and terms. The transaction was conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933.
Outlook, Risks, and Contingencies
The Notes are subject to a Registration Rights Agreement dated August 10, 2011. Under this agreement, the Company is obligated to use commercially reasonable efforts to file a registration statement for an offer to exchange the Notes for registered notes or to register the resale of the Notes. If the Company fails to satisfy these obligations, it will be required to make additional interest payments to the Note holders. The Notes are subject to optional redemption prior to maturity and contain customary events of default, including failure to pay principal or interest when due.
Key Facts for Investor Verification
- Verify the total aggregate principal amount of $4,551,000 issued in exchange for CCR debt.
- Confirm the interest rates of 1.80% (2016 maturity) and 3.30% (2021 maturity).
- Review the Registration Rights Agreement to understand potential additional interest payment obligations if registration requirements are not met.
- Note that the Notes are unregistered under the Securities Act and were sold to qualified institutional buyers and non-U.S. persons.