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): May 17, 2018

 

(Exact name of registrant as specified in its charter)

 

 

5301 Legacy Drive, Plano, Texas 75024

(Address of principal executive offices, including zip code)

 

(972) 673-7000

(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:

 

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-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

 

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 o

 

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. o

 

 

 

Item 7.01.                                        Regulation FD Disclosure.

 

On May 17, 2018, Dr Pepper Snapple Group, Inc. (the “Company”) issued a press release announcing that the Company commenced an offer to exchange up to $100 million of its outstanding 3.430% Senior Notes due 2027, which were privately placed on June 15, 2017, for a like principal amount of 3.430% Senior Notes due 2027 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) and $300 million of its outstanding 4.500% Senior Notes due 2045, which were privately placed on June 15, 2017, for a like principal amount of its 4.500% Senior Notes due 2045 that have been registered under the Securities Act. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Current Report on Form 8-K, including the press release attached as Exhibit 99.1, is deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as expressly set forth by specific reference in such a filing.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated May 17, 2018.

 

2

 

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.

 

 

		DR PEPPER SNAPPLE GROUP, INC.
Date: May 17, 2018	By:	/s/ James L. Baldwin
		Name:	James L. Baldwin
		Title:	Executive Vice President and General Counsel

 

3

Exhibit 99.1

 

 

DR PEPPER SNAPPLE GROUP, INC. COMMENCES REGISTERED EXCHANGE OFFER FOR PREVIOUSLY ISSUED 3.430% SENIOR NOTES DUE 2027 and 4.500% SENIOR NOTES DUE 2045

 

 

Plano, TX, May 17, 2018 — Dr Pepper Snapple Group, Inc. (NYSE: DPS) (“DPS”) is offering to exchange up to $100 million of its outstanding 3.430% Senior Notes due 2027, which were privately placed on June 15, 2017 (the “2027 Notes”), for a like principal amount of 3.430% Senior Notes due 2027 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) and $300 million of its outstanding 4.500% Senior Notes due 2045, which were privately placed on June 15, 2017 (the “2045 Notes” and, together with the 2027 Notes, the “Notes”), for a like principal amount of its 4.500% Senior Notes due 2045 that have been registered under the Securities Act. The exchange notes are being offered pursuant to a registration rights agreement previously entered into in connection with the issuance of the Notes.

 

The terms of the exchange notes are substantially the same as the terms of the Notes, except that the exchange notes have been registered under the Securities Act and the transfer restrictions, registration rights and provisions for additional interest relating to the Notes do not apply to the exchange notes. Any Notes that are not exchanged will continue to be subject to the existing transfer restrictions.

 

The exchange offer will expire at 11:59 p.m., New York City time, on June 14, 2018, unless extended. Tenders of the Notes must be made before the exchange offer expires and may be withdrawn at any time before the exchange offer expires.

 

The terms of the exchange offer are set forth in a prospectus dated May 17, 2018. Documents related to the offer, including the prospectus and the associated letter of transmittal, have been filed with the Securities and Exchange Commission (the “SEC”), and may be obtained from the exchange agent, Wells Fargo Bank, National Association. Wells Fargo’s address, telephone number and facsimile number are as follows.

 

By Registered or Certified Mail:

Wells Fargo Bank, N.A.

Corporate Trust Operations

MAC N9300-070

P.O. Box 1517

Minneapolis, Minnesota 55480

 

Air Courier Service:

Wells Fargo Bank, N.A.

 

 

Corporate Trust Operations

MAC N9300-070

600 Fourth Street South, 7th Floor

Minneapolis, Minnesota 55479

 

Facsimile Transmission:

(612) 667-6282

Attn: Corporate Trust Operations

Confirm by Telephone:

1-800-344-5128

 

This press release shall not constitute an offer to exchange nor a solicitation of an offer to exchange the Notes. The exchange offer is being made only by the prospectus dated May 17, 2018 and only to such persons and in such jurisdictions as is permitted under applicable law.

 

About Dr Pepper Snapple Group

 

Dr Pepper Snapple Group (NYSE: DPS) is a leading producer of flavored beverages in North America and the Caribbean. Our success is fueled by more than 50 brands that are synonymous with refreshment, fun and flavor. We have seven of the top 10 non-cola soft drinks, and nine of our 10 leading brands are No. 1 or No. 2 in their flavor categories. In addition to our flagship Dr Pepper and Snapple brands, our portfolio includes 7UP, A&W, Bai, Canada Dry, Clamato, Crush, Hawaiian Punch, IBC, Mott’s, Mr & Mrs T mixers, Peñafiel, Rose’s, Schweppes, Squirt and Sunkist soda.

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, statements about future events, future financial performance including earnings estimates, plans, strategies, expectations, prospects, competitive environment, regulation, and cost and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” or the negative of these terms or similar expressions. These forward-looking statements have been based on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, any subsequent Quarterly Reports on Form 10-Q, the prospectus dated May 17, 2018 and our other filings with the Securities and Exchange Commission. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this release, except to the extent required by applicable securities laws.