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Form 8-K Keurig Dr Pepper Inc. For: Aug 19

August 19, 2022 4:44 PM EDT
false 0001418135 0001418135 2022-08-19 2022-08-19

 

 

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): August 19, 2022

 

 

 

LOGO

Keurig Dr Pepper Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33829   98-0517725

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

53 South Avenue, Burlington, Massachusetts 01803

(Address of principal executive offices, including zip code)

781-418-7000

(Registrant’s telephone number including area code)

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common stock, $0.01 par value per share   KDP   Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

On August 19, 2022, Keurig Dr Pepper Inc. (the “Company”) filed an automatic shelf registration statement on Form S-3 (File No. 333-266989) (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an unspecified amount of shares of its common stock, par value $0.01 per share (the “Common Stock”), and certain other securities of the Company.

On August 19, 2022, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement registering the resale of up to an aggregate of 550,382,741 shares of the Company’s Common Stock (the “Shares”) which may be used by the selling stockholders identified therein to resell the shares of the Common Stock covered thereby. The Resale Prospectus Supplement replaces the prospectus supplement dated August 27, 2019 and the accompanying prospectus included in the Company’s registration statement on Form S-3 (File No. 333-233477), which will expire on or about August 27, 2022, in satisfaction of ongoing registration obligations of the Company. The Company will not receive any proceeds from any sale of Shares by the selling stockholders.

The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Shares.
104    Cover Page Interactive Data File, formatted in Inline XBRL.


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.

 

KEURIG DR PEPPER INC.
By:  

/s/ Anthony Shoemaker

Name:   Anthony Shoemaker
Title:  

Chief Legal Officer, General Counsel

and Secretary

Dated: August 19, 2022

Exhibit 5.1

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

August 19, 2022

Keurig Dr Pepper Inc.

53 South Avenue

Burlington, Massachusetts 01803

 

  Re:

Keurig Dr Pepper Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), in connection with the resale by the selling stockholders identified on Schedule A hereto (the “Selling Stockholders”) of up to 550,382,741 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued upon the consummation of the merger of Maple Parent Holdings Corp., a Delaware corporation (“Maple”) and Salt Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, with Maple surviving as a wholly owned subsidiary of the Company (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018 (the “Agreement and Plan of Merger”), by and among Maple, the Company (formerly known as Dr Pepper Snapple Group, Inc.) and Merger Sub.

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


Keurig Dr Pepper Inc.

August 19, 2022

Page 2

 

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

(a) the registration statement on Form S-3 (File No. 333-266989) of the Company relating to Common Stock and other securities of the Company, filed on August 19, 2022 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the 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”);

(b) the prospectus, dated August 19, 2022 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c) the prospectus supplement, dated August 19, 2022 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) an executed copy of a certificate of Anthony Shoemaker, Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(e) a copy of the Company’s Amended and Restated Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of July 9, 2018 and August 17, 2022, and certified pursuant to the Secretary’s Certificate (the “Amended and Restated Certificate of Incorporation”);

(f) a copy of the Company’s Certificate of Merger related to the Merger, certified by the Secretary of State of the State of Delaware as of July 9, 2018 and certified pursuant to the Secretary’s Certificate;

(g) a copy of the Company’s Amended and Restated By-laws, as amended and in effect as of July 9, 2018 and as in effect as of the date hereof and certified pursuant to the Secretary’s Certificate (the “Amended and Restated By-laws”); and

(h) a copy of certain resolutions of the Board of Directors of the Company adopted on July 25, 2022 and certain resolutions of the Board of Directors and the stockholders of Maple adopted on January 28, 2018, certified pursuant to the Secretary’s Certificate.

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

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, 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 photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents,


Keurig Dr Pepper Inc.

August 19, 2022

Page 3

 

we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. With respect to our opinion set forth below, we have assumed that (i) the Company received the consideration for the Shares set forth in the Agreement and Plan of Merger and the applicable board resolutions and (ii) the issuance of the Shares has been registered in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Selling Stockholders and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly issued and are fully paid and nonassessable.

In addition, in rendering the foregoing opinion we have assumed that the issuance of the Shares did not constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make this assumption with respect to the Amended and Restated Certificate of Incorporation or the Amended and Restated By-laws or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also 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. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

 

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

MJZ


Schedule A

 

Selling Stockholder

   Total Number of Shares to be Sold  

JAB BevCo B.V.

     472,909,049  

Mondelēz International Holdings LLC

     75,543,005  

Morgan Stanley Private Bank, National Association

     1,930,687  

Ozan Dokmecioglu

     1,930,687 (1) 

Total

     550,382,741  

 

(1)

Includes 1,930,687 shares of Common Stock that are pledged by Ozan Dokmecioglu as security to Morgan Stanley Private Bank, National Association for margin loans and are included in the amount set forth opposite Morgan Stanley Private Bank, National Association’s name above.



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