03/12/2026 | Press release | Distributed by Public on 03/12/2026 15:07
Item 8.01. Other Events
On March 12, 2026, Keurig Dr Pepper Inc. (the "Company") announced that it has priced the private offerings of an aggregate principal amount of $2.55 billion USD denominated notes (the "USD Notes") and an aggregate principal amount of €3.0 billion euro denominated notes (the "Euro Notes", and together with the USD Notes, the "Notes"). The USD Notes consist of $550 million aggregate principal amount of 4.750% notes due 2029, $600 million aggregate principal amount of 5.050% notes due 2031, $700 million aggregate principal amount of 5.700% notes due 2036 and $700 million aggregate principal amount of 6.625% notes due 2056. The Euro Notes consist of €600 million aggregate principal amount of 3.495% notes due 2028, €800 million aggregate principal amount of 3.881% notes due 2030, €800 million aggregate principal amount of 4.224% notes due 2032 and €800 million aggregate principal amount of 4.728% notes due 2035.
The Notes will be issued by Maple Parent Holdings Corp. (the "Issuer") and initially guaranteed by the Company and the Company's subsidiaries that guarantee its other senior indebtedness, which guarantees will terminate upon the previously announced separation of the Company's coffee and beverage businesses (the "Separation"). We expect JDE Peet's N.V. ("JDE Peet's") to guarantee the Notes following the closing of the Company's previously announced acquisition of JDE Peet's (the "JDE Peet's Acquisition"). Following the Separation, the Notes will be guaranteed by the Issuer's subsidiaries that guarantee its other senior indebtedness.
The offerings of the USD Notes and the Euro Notes are expected to close on March 26, 2026, both subject to customary closing conditions. The offerings are not conditioned on each other. The Company expects to use the net proceeds from the offering and sale of the Notes, together with other financing sources, to fund the JDE Peet's Acquisition and to pay related fees and expenses in connection with the JDE Peet's Acquisition and related transactions.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or outside of the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The offering of the Notes was not, and will not be, registered under the Securities Act or any state securities laws and therefore the Notes may not be offered or resold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Company will use commercially reasonable efforts to file with the Securities and Exchange Commission an exchange registration statement with respect to an exchange offer for the Notes or a shelf registration statement for the resale of the Notes.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.