Coca-Cola Consolidated commences modified ‘Dutch auction’ tender offer

Coca-Cola Consolidated has commenced a modified “Dutch auction” tender offer to purchase shares of its Common Stock for an aggregate purchase price of up to $2.0 billion. Pursuant to the tender offer, stockholders may tender all or a portion of their shares at a price specified by the tendering stockholder of not less than $850 and not more than $925 per share or without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, the Company will determine the lowest price within the range of prices specified above enabling the Company to purchase up to $2.0 billion in the aggregate of its common stock. Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tenders in the event that the aggregate cost to purchase all of the shares validly tendered and not validly withdrawn at or below the purchase price exceeds $2.0 billion. These provisions are described in the Offer to Purchase and in the Letter of Transmittal relating to the tender offer that will be distributed to stockholders. All shares purchased by the Company will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders. The Company intends to fund the tender offer using a combination of cash on hand, borrowings under our revolving credit facility, borrowings under one or more new term loan facilities and/or proceeds of an offering of senior unsecured notes.