12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:11
| Item 1.01 | Entry into a Material Definitive Agreement |
Term Loan Agreement
On December 18, 2025, Keurig Dr Pepper Inc. ("KDP" or the "Company") entered into a Term Loan Agreement (the "Term Loan Agreement"), with the lenders party thereto and Morgan Stanley Senior Funding, Inc. ("MSSF"), as administrative agent, pursuant to which each lender has committed, subject to satisfaction of certain conditions set forth in the Term Loan Agreement, to provide KDP with financing under a 364-day term loan facility in an aggregate amount not to exceed €10.35 billion.
Borrowings under the Term Loan Agreement will bear interest at a rate per annum equal to the EURIBO rate plus a margin of 0.750% to 1.750% depending on the rating of certain index debt of KDP. The undrawn commitments under the term loan facility will be subject to a commitment fee commencing on December 23, 2025 at a per annum rate of 0.060% to 0.200% depending on the rating of certain index debt of KDP. Obligations under the Term Loan Agreement are guaranteed by the Company's subsidiaries that guarantee its revolving credit facility and outstanding senior notes.
The commitments under the Term Loan Agreement will be mandatorily reduced, or the term loans will be prepaid, with net cash proceeds of non-ordinary course asset sales and certain debt issuances and equity issuances, subject to qualifications and exceptions specified in the Term Loan Agreement.
The Term Loan Agreement contains customary representations and warranties for investment grade Dutch certain funds financings. The Term Loan Agreement also contains (i) certain affirmative covenants, including those that impose reporting and/or operating obligations on the Company and its subsidiaries, (ii) certain negative covenants that generally limit, subject to exceptions, the Company and its subsidiaries from taking certain actions, including incurring liens and consummating certain fundamental changes, (iii) financial covenants in the form of (x) a minimum interest coverage ratio of 3.25 to 1.00 that will apply after the initial funding date and (y) a maximum total net leverage ratio of 6.25 to 1.00 that will apply after the initial funding date only upon a downgrade in the ratings of certain index debt of the Company and (iv) events of default customary for financings of this type.
The proceeds of the Term Loan Agreement may be used to fund the contemplated acquisition of JDE Peet's. The Company may use the proceeds from one or more debt or other financings, in lieu of proceeds from the Term Loan Agreement, to fund the transaction.
The foregoing description of the Term Loan Agreement is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Amendment to Bridge Credit Agreement
On December 18, 2025, the Company entered into an amendment (the "Amendment No. 1") to its Bridge Credit Agreement, dated August 24, 2025 (the "Bridge Credit Agreement"), with the lenders party thereto and MSSF, as administrative agent.
Pursuant to the Amendment No. 1, lenders' commitment to provide KDP with financing under a 364-day senior unsecured bridge loan facility was reduced by €10.35 billion, from €16.2 billion to €5.85 billion. In addition, certain lenders agreed to modify the commitment reduction and mandatory prepayment provisions to provide that certain debt proceeds will first reduce amounts under the Term Loan Agreement and then the Bridge Credit Agreement.
The foregoing description of the Amendment No. 1 is qualified in its entirety by reference to the full text of the Amendment No. 1, which is filed herewith as Exhibit 10.2 and incorporated by reference herein.