Representations and Warranties, Covenants

Each of the Company and Bai has made customary representations
and warranties in the Merger Agreement and has agreed to
customary covenants regarding the operation of the business of
Bai and its Subsidiaries prior to the Effective Time. The
parties have also agreed to use their reasonable best efforts
to consummate the Merger.

The Company has agreed to use its reasonable best efforts to
arrange and obtain the proceeds of the Bridge Loan Facility
(defined below) on the terms and conditions described in the
Commitment Letter (defined below) and to enter into a
definitive agreement with respect to the terms in the
Commitment Letter at or prior to the Closing. Bai has agreed to
provide to the Company, subject to the terms and conditions of
the Merger Agreement and at the Companys expense, reasonably
requested cooperation in order for the Company to complete the
Bridge Loan Facility as of the Closing.

Closing Conditions

Consummation of the Merger is subject to certain conditions,
including, without limitation, the expiration or termination of
the waiting period (or any extension thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Termination

The Merger Agreement may be terminated prior to the Closing
upon the occurrence or non-occurrence of certain events,
including the following:

by the Company or Bai if the Closing does not occur by the six
(6)month anniversary of the date of the Merger Agreement (the
Outside Date);

by the Company or Bai if any Governmental Authority enacts,
issues, enforces, or enters into any statute, rule, regulation,
injunction or other order prohibiting the Company and Bai from
consummating the Merger and the transactions contemplated
thereby that has become final and non-appealable;

by the Company or Bai if the other party breaches in any
material respect any of its representations and warranties,
covenants or agreements contained in the Merger Agreement,
which breach cannot be cured by the Outside Date and results in
any of the breaching partys closing conditions to not be
satisfied by the Outside Date provided that the Company or Bai
cannot terminate the Agreement to the other partys breach if
the Company or Bai is then also in breach of its
representations and warranties, covenants or agreements
contained in the Merger Agreement; and

by Bai if, subject to certain procedures set forth in the
Merger Agreement, the Company fails to close within three
(3)business days of the end of the Marketing Period and the
Companys receipt from Bai of written confirmation that Bai has
met all of its closing conditions under the Merger Agreement.

The foregoing description of the Merger Agreement is not
complete and is qualified in its entirety by reference to the
Merger Agreement, which is attached as Exhibit2.1 to this
report and incorporated herein by reference. The
representations, warranties and covenants of the parties
contained in the Merger Agreement have been made solely for the
benefit of the parties thereto. In addition, such
representations, warranties and covenants (i)have been made
only for purposes of the Merger Agreement, (ii)have been
qualified by confidential disclosures made by Bai to the
Company in connection with the Merger Agreement, (iii)are
subject to materiality qualifications contained in the Merger
Agreement which may differ from what may be viewed as material
by investors, (iv)were made only as of the date of the Merger
Agreement or such other date as is specified in the Merger
Agreement and (v)have been included in the Merger Agreement for
the purpose of allocating risk between the contracting parties
rather than establishing matters as facts. Accordingly, the
Merger Agreement is included with this report only to provide
investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual
information regarding the parties or their respective
businesses. Investors should not rely on the representations,
warranties or covenants, or any descriptions thereof, as
characterizations of the actual state of facts or condition of
the parties or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date
of the Merger Agreement, which subsequent information may or
may not be fully reflected in the Companys public disclosures.
Accordingly, you should read the representations and warranties
in the Merger Agreement not in isolation but only in
conjunction with the other information about the Company and
Bai that is or will be included in reports, statements and
other filings that the Company will file with the Securities
and Exchange Commission in connection with the Merger.

Debt Commitment Letter

Also on November21, 2016, the Company signed a commitment
letter (the Commitment Letter) with Credit Suisse AG
(Credit Suisse) and Credit Suisse Securities (USA) LLC
(CS Securities), to which Credit Suisse has committed to
provide the Company with a 364-day bridge loan facility in an
aggregate principal amount of up to $1.7 billion in connection
with the Merger (the Bridge Loan Facility). CS
Securities will act as the lead arranger and bookrunner for the
Credit Facilities. Additional lenders and joint arrangers and
bookrunners may, to the terms of the Commitment Letter, be
joined to the Commitment Letter after it is executed. The
Bridge Loan Facility would be guaranteed by the same
subsidiaries that guarantee the Companys existing $500 million
revolving credit agreement. The Commitment

Letter contemplates that the commitments will be reduced by the
amount of any additional debt or equity offering by the Company
or by any asset sale by the Company with proceeds above $500
million.

The foregoing description of the Commitment Letter is not
complete and is qualified in its entirety by reference to the
Commitment Letter, which is attached as Exhibit2.2 to this
report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit2.1 Agreement and Plan of Merger* dated November21, 2016
by and among Dr Pepper Snapple Group,Inc., Superfruit Merger
Sub, LLC, Bai Brands LLC (Bai) and Fortis Advisors LLC (as
representative of the members of Bai)

Exhibit2.2 Commitment Letter dated November21, 2016 by and
among Dr Pepper Snapple Group,Inc., Credit Suisse AG and Credit
Suisse Securities (USA) LLC

*Schedules and other similar attachments have been omitted to
Item601(b)(2)of Regulation S-K, which include the Company
Disclosure Letter,and the Purchaser Disclosure Letter (as
defined in the Merger Agreement) and the Schedules to the
Merger Agreement. The signatory hereby undertakes to furnish
supplementally copies of any of the omitted schedules and
attachments upon request by the SEC.

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.

ExhibitIndex

*Schedules and other similar attachments have been omitted