Keurig Green Mountain, Inc. (“Keurig” or the “Company”) announced today
that its parent company, Maple Parent Holdings Corp. (“Maple”), through
its wholly-owned subsidiary, Maple Escrow Subsidiary, Inc. (the “Escrow
Issuer”), commenced an offering to sell $8 billion aggregate principal
amount of senior notes (the “Notes”), subject to market and other
conditions.
Maple intends to use the net proceeds of the offering, together with
borrowings under new credit facilities and cash on hand, to (i) finance
a special cash dividend payable to Dr Pepper Snapple Group, Inc.
(“DPSG”) shareholders in connection with the previously announced
combination of Maple and DPSG (ii) to refinance DPSG’s existing
revolving credit facility and Maple’s existing credit facility and (iii)
to pay related fees and expenses. The transaction is currently expected
to be completed in July 2018, subject to the approval by DPSG’s
stockholders of an amendment to DPSG’s certificate of incorporation and
the issuance of shares of the combined company to the stockholders of
Maple, as well as satisfaction of customary closing conditions. Upon
consummation of the merger, the Escrow Issuer will merge with and into
DPSG, with DPSG continuing as the surviving corporation, and DPSG will
assume all of the Escrow Issuer’s obligations under the Notes, the
related indenture and the other applicable documents by operation of
law. The closing of this offering is not conditioned on the closing of
the merger. If the merger is not consummated, the Escrow Issuer will be
required to redeem the Notes at a redemption price equal to 101% of the
principal amount of the Notes, plus accrued and unpaid interest to, but
excluding, the redemption date.
The Notes will be offered in the United States to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities Act”), and
outside the United States to non-United States persons in compliance
with Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act and may not be offered or sold in
the United States without registration or an applicable exemption from
the registration requirements.
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 the
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, qualification or exemption
under the securities laws of any such jurisdiction.
The information provided in this press release contains
forward-looking statements that relate to future events, including
without limitation, statements regarding the timing of the offering and
intended use of proceeds therefrom and the timing of the proposed
merger. The Company, Maple and DPSG disclaim any obligation to update
this forward-looking information in the future. Readers are cautioned
that matters subject to forward-looking statements involve known and
unknown risks and uncertainties, including prevailing market conditions,
as well as other factors. These risks and uncertainties are more fully
discussed in the offering memorandum with respect to the offering and
the proxy statement filed by DPSG with the Securities and Exchange
Commission in connection with the proposed merger.
