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): July 10, 2018

 

Keurig Dr Pepper Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

53 South Avenue, Burlington, Massachusetts 01803

(Address of Principal Executive Offices) (Zip Code)

 

(Registrant’s Telephone Number, Including Area Code) 781-418-7000

 

(Former Name or Former Address, if Changed Since Last Report)

N/A

 

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):

 

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))

 

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 8.01 Other Events.

 

On September 2, 2016, Keurig Dr Pepper Inc., a Delaware corporation formerly known as Dr Pepper Snapple Group, Inc. (the “Company”), filed an automatic shelf registration statement on Form S-3 (File No. 333- 213477) (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 July 10, 2018, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement covering the resale of up to 1,206,245,016 shares of the Company’s Common Stock which may be used by the selling stockholders identified therein to resell shares of the Common Stock received by the selling stockholders upon consummation of the previously disclosed merger (the “Merger”) of Maple Parent Holdings Corp., a Delaware corporation and the direct parent company of Keurig Green Mountain, Inc. (“Maple”), with Salt Merger Sub, Inc., a Delaware corporation and wholly owned special purpose merger subsidiary of the Company. The 1,206,245,016 shares included shares of Common Stock issuable to certain existing and former employees of Maple upon settlement of certain restricted stock unit awards previously granted to them pursuant to Maple’s Keurig Green Mountain, Inc. Executive Ownership Plan and Maple’s Keurig Green Mountain, Inc. Long Term Incentive Plan that were assumed by the Company pursuant to the Merger. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholders.

 

The Company is filing this report to provide the legal opinion as to the validity of the securities 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 of Exhibit
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Common Stock.

 

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SIGNATURE

 

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.
Dated: July 10, 2018
	By:	/s/ James L. Baldwin
		James L. Baldwin
		Chief Legal Officer and General Counsel

 

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Exhibit 5.1

 

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

 

July 10, 2018

 

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 counsel Maple Parent Holdings Corp., a Delaware corporation (“Maple”), which has merged with Salt Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), with Maple surviving as a wholly owned subsidiary of the Company (the “Merger”), in connection with the resale by the selling stockholders identified on Schedule A hereto (the “Selling Stockholders”) of up to 1,206,245,016 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued upon the consummation of the Merger pursuant to the Agreement and Plan of Merger, dated as of January 29, 2018, 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 Maple 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 opinion stated herein, we have examined and relied upon the following:

 

(a)                                 the registration statement on Form S-3 (File No. 333-213477) of the Company relating to Common Stock and other securities of the Company, filed on September 2, 2016 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 September 2, 2016 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

 

(c)                                  the prospectus supplement, dated July 10, 2018 (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 James L. Baldwin, Jr., 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, as in effect as of the date hereof and certified pursuant to the Secretary’s Certificate;

 

(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 the date hereof and certified pursuant to the Secretary’s Certificate; and

 

(h)                                 a copy of certain resolutions of the Board of Directors of the Company adopted on January 28, 2018 and July 9, 2018 and certain resolutions of 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, 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. In making our examination of executed documents, 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. 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 and others and of public officials, including

 

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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.

 

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

 

LKB

 

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Schedule A

 

Selling Stockholder		Total Number of Shares to be Sold
Maple Holdings B.V.		1,005,923,440
Mondelēz International Holdings LLC		191,631,181
Morgan Stanley Private Bank, National Association		1,222,734
Robert J. Gamgort		2,409,994
Ozan Dokmecioglu		1,060,397
Richard Jones		162,337
Herbert D. Hopkins		397,456
Andrew Loucks		50,513
Margaret Newman		162,337
Brian Kelley		963,997
Other selling stockholders		3,483,364
Total		1,206,245,016