Form 8-K COCA COLA CO For: Mar 09

 

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):

March 10, 2015 (March 9, 2015)

 

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (404) 676-2121

 

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01                        Other Events.

 

On March 9, 2015, The Coca-Cola Company (the “Company”) completed a public offering of €2,000,000,000 aggregate principal amount of its Floating Rate Notes due 2017, €2,000,000,000 aggregate principal amount of its Floating Rate Notes due 2019, €1,500,000,000 aggregate principal amount of its 0.75% Notes due 2023, €1,500,000,000 aggregate principal amount of its 1.125% Notes due 2027 and €1,500,000,000 aggregate principal amount of its 1.625% Notes due 2035 (collectively, the “Notes”).

 

The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-191953) filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2013.

 

The Notes were issued under an Amended and Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture, dated as of February 24, 1992, and the Second Supplemental Indenture dated as of November 1, 2007, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee.

 

The Indenture and the respective forms of global note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01                        Financial Statements and Exhibits.

 

(d)              Exhibits

 

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

·                       should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

·                       may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

·                       may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

·                       were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

Exhibit 4.1

Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.

 

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Exhibit 4.2		First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
Exhibit 4.3		Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March 5, 2009.
Exhibit 4.4		Form of Note for Floating Rate Notes due 2017 — incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015
Exhibit 4.5		Form of Note for Floating Rate Notes due 2019— incorporated herein by reference to Exhibit 4.5 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 4.6		Form of Note for 0.75% Notes 2023— incorporated herein by reference to Exhibit 4.6 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 4.7		Form of Note for 1.125% Notes 2027— incorporated herein by reference to Exhibit 4.7 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 4.8		Form of Note for 1.625% Notes 2035— incorporated herein by reference to Exhibit 4.8 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
Exhibit 23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	THE COCA-COLA COMPANY
	(REGISTRANT)
Date: March 10, 2015	By:	/S/ LARRY M. MARK
		Name: Larry M. Mark
		Title: Vice President and Controller

 

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EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 4.1		Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
Exhibit 4.2		First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
Exhibit 4.3		Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March 5, 2009.
Exhibit 4.4		Form of Note for Floating Rate Notes due 2017 — incorporated herein by reference to Exhibit 4.4 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015
Exhibit 4.5		Form of Note for Floating Rate Notes due 2019— incorporated herein by reference to Exhibit 4.5 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 4.6		Form of Note for 0.75% Notes 2023— incorporated herein by reference to Exhibit 4.6 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 4.7		Form of Note for 1.125% Notes 2027— incorporated herein by reference to Exhibit 4.7 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 4.8		Form of Note for 1.625% Notes 2035— incorporated herein by reference to Exhibit 4.8 of the Company’s Registration Statement on Form 8-A filed on March 6, 2015.
Exhibit 5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
Exhibit 23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.

 

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Exhibit 5.1

 

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

 

March 9, 2015

 

 

The Coca-Cola Company

One Coca-Cola Plaza
Atlanta, Georgia 30313

 

RE:                           The Coca-Cola Company — Senior Notes Offering

 

Ladies and Gentlemen:

 

We have acted as special counsel to The Coca-Cola Company, a Delaware corporation (the “Company”), in connection with the public offering of €2,000,000,000 aggregate principal amount of its Floating Rate Notes due 2017, €2,000,000,000 aggregate principal amount of its Floating Rate Notes due 2019, €1,500,000,000 aggregate principal amount of its 0.75% Notes due 2023, €1,500,000,000 aggregate principal amount of its 1.125% Notes due 2027 and €1,500,000,000 aggregate principal amount of its 1.625% Notes due 2035 (collectively, the “Securities”) to be issued under the Amended and Restated Indenture, dated as of April 26, 1988, as amended by the First Supplemental Indenture, dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007 (as so amended, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas (as successor to Bankers Trust Company), as trustee (the “Trustee”).  On February 26, 2015, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Bank PLC, HSBC Bank plc, Merrill Lynch International and Morgan Stanley & Co. International plc, as representatives of the several underwriters named therein (the “Underwriters”), and the other several Underwriters party thereto, relating to the sale by the Company to the Underwriters of the Securities.  The Underwriting Agreement, the Indenture and the Note Certificates (as defined below) are referred to herein collectively as the “Transaction Agreements.”

 

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

 

In rendering the opinions stated herein, we have examined and relied upon the following:

 

(i)                                     the registration statement on Form S-3 (File No. 333-191953) of the Company relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act, on October 28, 2013, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);

 

(ii)                                  an executed copy of the Underwriting Agreement;

 

(iii)                               the global certificates evidencing the Securities (the “Note Certificates”) in the form delivered by the Company to the Trustee for authentication and delivery;

 

(iv)                              an executed copy of the Indenture;

 

(v)                                 an executed copy of a certificate of Gloria K. Bowden, Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

 

(vi)                              a copy of the Action of the Treasurer of the Company, including forms of the Note Certificates, adopted on February 26, 2015, as certified pursuant to the Secretary’s Certificate;

 

(vii)                           a copy of the Company’s Restated Certificate of Incorporation certified by the Secretary of State of the State of Delaware and as in effect on the date hereof, certified pursuant to the Secretary’s Certificate;

 

(viii)                        a copy of the Company’s Bylaws, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate;

 

(ix)                              copies of the Company’s Certificate of Incorporation, as in effect on each of April 26, 1988, February 24, 1992 and November 1, 2007, certified pursuant to the Secretary’s Certificate;

 

(x)                                 copies of the Company’s Bylaws, as in effect on each of April 26, 1988, February 24, 1992 and November 1, 2007, certified pursuant to the Secretary’s Certificate; and

 

(xi)                              copies of certain resolutions of the Board of Directors of the Company, adopted on April 21, 1988, October 17, 2013 and December 11, 2014, and certain resolutions of the Finance Committee thereof, adopted on October 16, 2013 and December 10, 2014, each certified pursuant to the Secretary’s Certificate.

 

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We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

 

In our examination, we have assumed the genuineness of all signatures including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.  As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

 

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the General Corporation Law of the State of Delaware (the “DGCL”) and (ii) the laws, rules and regulations of the State of New York that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Agreements, and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”).  We do not express any opinion as to the effect of any non-Opined on Law on the opinions stated herein.

 

Based upon the foregoing and subject to the qualifications and assumptions set forth herein, we are of the opinion that the Note Certificates have been duly authorized and executed by the Company, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, the Indenture and the Note Certificates will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

 

The opinions stated herein are subject to the following qualifications:

 

(a)                                 the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference

 

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and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

 

(b)                                 except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to the effect on the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Agreements with any laws, rules or regulations applicable to such party or (ii) the legal status or legal capacity of any party to any of the Transaction Agreements;

 

(c)                                  except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Agreements or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

 

(d)                                 to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Agreement, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or constitutionality;

 

(e)                                  we call to your attention that the opinions stated herein are subject to possible judicial action giving effect to governmental actions or laws of jurisdictions other than those with respect to which we express our opinion; and

 

(f)                                   we have assumed, with your consent, that the choice of euro as the currency in which the Securities are denominated does not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars.

 

In addition, in rendering the foregoing opinions, we have assumed that neither the execution and delivery by the Company of the Transaction Agreements and delivery by the Company of the Transaction Agreements nor the performance by the Company of its obligations under each of the Transaction Agreements: (i) constitutes or will a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (ii) contravenes or will contravene any order or decree of any governmental

 

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authority to which the Company or its property is subject, (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject or (iv) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement.  We also hereby consent to the reference to our firm under the caption “Legal Opinions” in the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.  This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

 

 

	Very truly yours,
	/s/ Skadden, Arps, Slate, Meagher & Flom LLP

 

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