COCA-COLA BOTTLING CO. CONSOLIDATED (NASDAQ:COKE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Distribution Asset Purchase Agreement. On
April13, 2017, Coca-Cola Bottling Co. Consolidated (the
Company) and Coca-Cola Refreshments USA, Inc.
(CCR), a wholly-owned subsidiary of The Coca-Cola Company,
entered into an asset purchase agreement (the April 2017
Distribution APA) regarding the Companys acquisition of
assets used primarily by CCR in the distribution, promotion,
marketing and sale of beverage products owned and licensed by The
Coca-Cola Company and of cross-licensed brands (as defined below)
in territories located in northern Ohio that are currently served
by CCR (the Territory). The territory expansion
transaction contemplated by the April 2017 Distribution APA was
described in the non-binding letter of intent entered into by the
Company and The Coca-Cola Company on February8, 2016, as
described in the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission (the SEC) on
February10, 2016 and filed as Exhibit 99.2 thereto (as amended to
the non-binding letter of intent entered into by the Company and
The Coca-Cola Company on February6, 2017, as described in the
Companys Current Report on Form 8-K filed with the SEC on
February7, 2017 and filed as Exhibit 99.2 thereto, the
February 2016 LOI). A copy of the Companys news release,
dated April13, 2017, announcing the signing of the April 2017
Distribution APA is filed as Exhibit 99.1 hereto.
to the April 2017 Distribution APA, the Company will purchase
from CCR (i)certain rights relating to the distribution,
promotion, marketing and sale of certain beverage brands not
owned or licensed by The Coca-Cola Company (cross-licensed
brands) but currently distributed by CCR in the Territory and
(ii)certain assets related to the distribution, promotion,
marketing and sale of both The Coca-Cola Company beverage brands
and cross-licensed brands currently distributed by CCR in the
Territory (the business currently conducted by CCR in the
Territory using such assets is referred to as the Distribution
Business) and assume certain liabilities and obligations of
CCR relating to the Distribution Business. Subject in each case
to certain adjustments as set forth in the April 2017
Distribution APA, the aggregate purchase price for the
transferred assets is approximately $45.2 million, and the base
purchase price amount to be paid by the Company in cash after
deducting the value of certain retained assets and retained
liabilities is approximately $36.8 million. The Company
anticipates that, subject to satisfaction of the applicable
closing conditions, the closing of the transaction contemplated
by the April 2017 Distribution APA will occur in April2017.
The April 2017 Distribution APA includes customary
representations, warranties, covenants and agreements, including,
among other things, covenants of CCR regarding the conduct of the
Distribution Business prior to the closing of the transaction
contemplated by the April 2017 Distribution APA. The
representations and warranties of the Company and CCR will
survive for 18 months following the transaction closing date
under the April 2017 Distribution APA, except that the
representations and warranties of the Company and CCR relating to
incorporation, authority, no conflicts, CCRs title to the
transferred assets and broker fees will not expire, the
representations and warranties of CCR with respect to
environmental matters will survive for five years following the
transaction closing date and the representations and warranties
of CCR with respect to employee benefits matters and tax matters
will survive for three years following the transaction closing
date. CCR is obligated to indemnify the Company with respect to,
among other matters, inaccuracies or breaches of representations
or warranties (subject to certain customary limitations),
breaches of covenants and liabilities retained by CCR. The
Company is obligated to indemnify CCR with respect to
inaccuracies or breaches of representations or warranties,
breaches of covenants, the ownership, operation or use of the
transferred assets or the operations of the Distribution Business
after the closing and certain liabilities assumed by the Company.
The April 2017 Distribution APA contains customary termination
rights for both the Company and CCR, including (i)the right of
each party to terminate if the transaction contemplated by the
April 2017 Distribution APA has not closed by December31, 2017
and (ii)the right of the Company to terminate (subject to certain
conditions) if any matters disclosed by amendments or supplements
to the disclosure schedules delivered by CCR would (absent such
amendments or supplements) cause the applicable closing condition
related to the bring-down of the representations and warranties
by CCR in the April 2017 Distribution APA to no longer be met.
Consummation of the transaction contemplated by the April 2017
Distribution APA is subject to a number of conditions precedent
and future events occurring, including: (i)the absence of any law
or governmental order precluding the consummation of the
transaction contemplated by the April 2017 Distribution APA and
the absence of any governmental proceeding seeking such an order,
(ii)the receipt of any required governmental consents,
(iii)the expiration or termination of any waiting period
applicable to the consummation of the transaction contemplated by
the April 2017 Distribution APA under the Hart-Scott-Rodino Act,
if applicable to the transaction, (iv)the receipt and delivery by
CCR of certain third party consents, (v)agreement upon matters
related to the financial methodology underlying certain financial
information about the Distribution Business, (vi)agreement upon
matters related to the age and condition of certain fleet assets
and vending equipment to be transferred at the closing, (vii)the
execution of an amendment to the Companys final comprehensive
beverage agreement (as described below under Amendment to Final
Comprehensive Beverage Agreement) with respect to the
Distribution Business, (viii)no material adverse effect shall
have occurred with respect to the Distribution Business, (ix)the
continued accuracy of the representations and warranties given by
CCR and the Company (subject to certain qualifications), and
(x)the execution of certain agreements or other documents with
respect to the Distribution Business regarding (A)employee
matters, (B)transition services to be provided by CCR to the
Company (if necessary), and (C)the delivery by The Coca-Cola
Company of confirmation of certain marketing funding support
arrangements. There can be no assurances that these future events
will occur or that these conditions will be satisfied, or if not
satisfied, waived at the closing.
to the April 2017 Distribution APA, the Company and CCR have also
agreed to use their reasonable good faith efforts to (i)mutually
agree upon one or more legally binding agreements with respect to
the Companys economic participation in the existing U.S. national
food service and warehouse juice businesses of The Coca-Cola
Company and its applicable affiliates, on commercially reasonable
terms and conditions to be negotiated in good faith by the
Company and CCR, and (ii)reach alignment on the key business
principles of the Companys economic participation in all future
non-direct store delivery products or business models of The
Coca-Cola Company and its applicable affiliates, including all
future beverages, beverage components, and other beverage
products distributed by means other than direct store delivery.
However, the Company and CCR have agreed that neither the
execution of agreements regarding any such economic participation
nor reaching alignment on such key business principles is a
condition to closing the transaction under the April 2017
Distribution APA.
Amendment to Final Comprehensive Beverage
Agreement. A condition to closing under the April 2017
Distribution APA is that the Company, The Coca-Cola Company and
CCR enter into an amendment (the CBA Amendment) to the
final comprehensive beverage agreement among them dated March31,
2017 with respect to the Territory (as amended, the Final
CBA). to the CBA Amendment, CCR would grant the Company
exclusive rights to distribute, promote, market and sell the
Covered Beverages and Related Products distinguished by the
Trademarks (as those terms are defined in the Final CBA) in the
Territory, in exchange for the Company agreeing to make a
quarterly sub-bottling payment to CCR on a continuing basis,
based on sales of certain beverages and beverage products that
are sold under the same trademarks that identify a Covered
Beverage, Related Product or certain cross-licensed brands. A
summary of the Final CBA is provided in the Companys Current
Report on Form 8-K filed with the SEC on April4, 2017 (the
April 2017 Form 8-K). The Company will file the Final CBA
with its Quarterly Report on Form 10-Q for the first quarter of
2017.
Manufacturing Asset Purchase Agreement.
Concurrent with the execution of the April 2017 Distribution APA,
on April13, 2017, the Company and CCR entered into an asset
purchase agreement (the April 2017 Manufacturing APA), to
which CCR will sell to the Company a regional manufacturing
facility located in Twinsburg, Ohio (the Twinsburg
Facility) and related manufacturing assets as the Company
continues to expand its role as a regional producing bottler in
The Coca-Cola Companys national product supply system. The
transaction contemplated by the April 2017 Manufacturing APA was
described in the February 2016 LOI. A copy of the Companys news
release, dated April13, 2017, announcing the signing of the April
2017 Manufacturing APA is filed as Exhibit 99.1 hereto.
to the April 2017 Manufacturing APA, the Company will purchase
from CCR the Twinsburg Facility and related manufacturing assets
that currently help serve the Territory (the business currently
conducted by CCR at the Twinsburg Facility is referred to as the
Manufacturing Business). The Company will also assume
certain liabilities and obligations of CCR relating to the
Manufacturing Business. Subject in each case to certain
adjustments as set forth in the April 2017 Manufacturing APA, the
aggregate purchase price for the Twinsburg Facility and related
manufacturing assets is approximately $38.7 million, and the base
purchase price amount to be paid by the Company in cash after
adjusting for the value of certain retained assets and retained
liabilities is approximately $50.1 million. to a letter agreement
between the Company and The Coca-Cola Company dated March31,
2017, as described in the April 2017 Form 8-K (the
Manufacturing Facilities Letter Agreement),
the base purchase price amount to be paid at closing will be
reduced by approximately $5.4 million, which represents the
portion of the aggregate valuation adjustment discount (as
described in the Manufacturing Facilities Letter Agreement)
attributable to the Twinsburg Facility. The Manufacturing
Facilities Letter Agreement will be filed with the Companys
Quarterly Report on Form 10-Q for the fiscal quarter ending
April2, 2017. The Company anticipates that, subject to
satisfaction of the applicable closing conditions, the closing of
the transaction contemplated by the April 2017 Manufacturing APA
will occur in April2017.
The April 2017 Manufacturing APA includes customary
representations, warranties, covenants and agreements, including
covenants of CCR regarding the Manufacturing Business conducted
at the Twinsburg Facility prior to the closing of the transaction
contemplated by the April 2017 Manufacturing APA. The
representations and warranties of the Company and CCR will
survive for 18 months following the transaction closing date
under the April 2017 Manufacturing APA, except that the
representations and warranties of the Company and CCR relating to
incorporation, authority, no conflicts, CCRs title to the
transferred assets and broker fees will not expire, the
representations and warranties of CCR with respect to
environmental matters will survive for five years following the
transaction closing date and the representations and warranties
of CCR with respect to employee benefits matters and tax matters
will survive for three years following the transaction closing
date. CCR is obligated to indemnify the Company with respect to
inaccuracies or breaches of representations or warranties
(subject to certain customary limitations), breaches of covenants
and liabilities retained by CCR. The Company is obligated to
indemnify CCR with respect to inaccuracies or breaches of
representations or warranties, breaches of covenants, the
ownership, operation or use of the transferred assets or the
operation of the Manufacturing Business after the closing and
certain liabilities assumed by the Company.
The April 2017 Manufacturing APA contains customary termination
rights for both the Company and CCR, including (i)the right of
each party to terminate if the transaction contemplated by the
April 2017 Manufacturing APA has not closed by December31, 2017
and (ii)the right of the Company to terminate (subject to certain
conditions) if any matters disclosed by amendments or supplements
to the disclosure schedules delivered by CCR would (absent such
amendments or supplements) cause the applicable closing condition
related to the bring-down of the representations and warranties
by CCR in the April 2017 Manufacturing APA to no longer be met.
Consummation of the transaction contemplated by the April 2017
Manufacturing APA is subject to a number of conditions precedent
and future events occurring, including: (i)the absence of any law
or governmental order precluding the consummation of the
transaction contemplated by the April 2017 Manufacturing APA and
the absence of any governmental proceeding seeking such an order,
(ii)the receipt of any required governmental consents, (iii)the
expiration or termination of any waiting period applicable to the
consummation of the transaction contemplated by the April 2017
Manufacturing APA under the Hart-Scott-Rodino Act, if applicable
to the transaction, (iv)the receipt and delivery by CCR of
certain third party consents, (v)agreement upon matters related
to the financial methodology underlying certain financial
information about the Manufacturing Business, (vi)agreement upon
matters related to the age and condition of certain fleet assets
to be transferred at closing, (vii)the Companys prior or
simultaneous acquisition of the exclusive rights to market,
promote, distribute and sell Covered Beverages and Related
Products in the principal portions of the Territory that are
served by the Twinsburg Facility, (viii)the execution of an
amendment to the Companys final regional manufacturing agreement
(as described below under Amendment to Final Regional
Manufacturing Agreement) with respect to the Manufacturing
Business conducted at the Twinsburg Facility, (ix)no material
adverse effect shall have occurred with respect to the
Manufacturing Business, (x)the continued accuracy of the
representations and warranties given by CCR and the Company
(subject to certain qualifications), and (xi)the execution of
certain agreements or other documents with respect to the
Manufacturing Business regarding (A)employee matters and
(B)transition services to be provided by CCR to the Company (if
necessary). There can be no assurances that these future events
will occur or that these conditions will be satisfied, or if not
satisfied, waived at the closing.
Amendment to Final Regional Manufacturing
Agreement. A condition to closing under the April 2017
Manufacturing APA is that the Company and The Coca-Cola Company
enter into an amendment (the RMA Amendment) to the final
regional manufacturing agreement among them dated March31, 2017
with respect to the Manufacturing Business conducted at the
Twinsburg Facility (as amended, the Final RMA). to the RMA
Amendment, The Coca-Cola Company would grant the Company the
rights to manufacture, produce and package Authorized Covered
Beverages (as defined in the Final RMA) at the Twinsburg Facility
for distribution by the Company for its own account in accordance
with the Final CBA and for sale by the Company to certain other
U.S.
Coca-Cola bottlers and to the Coca-Cola North America division of
The Coca-Cola Company in accordance with the Final RMA. A summary
of the Final RMA is provided in the April 2017 Form 8-K. The
Company will file the Final RMA with its Quarterly Report on Form
10-Q for the first quarter of 2017.
The foregoing descriptions of the April 2017 Distribution APA and
the April 2017 Manufacturing APA are qualified in their entirety
by reference to the full text of such agreements and all exhibits
thereto, which are filed as Exhibit 2.1 and Exhibit 2.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Relationship between the Parties. The business
of the Company consists primarily of the production, marketing
and distribution of nonalcoholic beverage products of The
Coca-Cola Company in the territories the Company currently
serves. Accordingly, the Company engages routinely in various
transactions with The Coca-Cola Company, CCR and their
affiliates. The Coca-Cola Company also owns approximately 34.8%
of the outstanding common stock of the Company, which represents
approximately 4.9% of the total voting power of the Companys
common stock and class B common stock voting together. The
Coca-Cola Company also has a designee serving on the Companys
Board of Directors. For more information about the relationship
between the Company and The Coca-Cola Company, see the
description thereof included under Related Person Transactions in
the Companys Notice of Annual Meeting and Proxy Statement for the
Companys 2017 Annual Meeting of Stockholders filed with the SEC
on March20, 2017.
The April 2017 Distribution APA and the April 2017 Manufacturing
APA were entered into following review and approval of such
agreements and the terms and conditions of the transactions
contemplated therein initially by the Audit Committee of the
Companys Board of Directors and subsequently by the Companys
Board of Directors (with The Coca-Cola Companys designee not
participating or voting).
Important Warning Regarding the Information in the April
2017 Distribution APA, the April 2017 Manufacturing APA and the
Exhibits to These Agreements. The April 2017
Distribution APA and the April 2017 Manufacturing APA, including
any exhibits to these agreements, have been included to provide
investors with information regarding their terms. There are
representations and warranties contained in these agreements
which were made by the respective parties to each other as of
specific dates. The assertions embodied in these representations
and warranties were made solely for purposes of each such
agreement and may be subject to important qualifications and
limitations agreed to by the respective parties in connection
with negotiating their terms (including qualification by
disclosures that are not necessarily reflected in these
agreements). Moreover, certain representations and warranties may
not be accurate or complete as of any specified date because they
are subject to a contractual standard of materiality that is
different from certain standards generally applicable to
stockholders or were used for the purpose of allocating risk
between the respective parties rather than establishing matters
as facts. Based upon the foregoing reasons, you should not rely
on the representations and warranties as statements of factual
information. In addition, information concerning the subject
matter of the representations and warranties may change after the
date of each such agreement, which subsequent information may or
may not be reflected in the Companys public disclosures.
Investors should read the April 2017 Distribution APA and the
April 2017 Manufacturing APA, as well as all exhibits to these
agreements, together with the other information concerning the
Company, The Coca-Cola Company and CCR that each company or its
affiliates publicly files in reports and statements with the SEC.
Forward-Looking Statements. This Current Report
on Form 8-K contains forward-looking statements made to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements typically are identified by
use of terms such as may, project, should, plan, expect,
anticipate, believe, estimate and similar words. Except as
required by law, the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. The
Companys actual results could differ materially from those
contained in forward-looking statements due to a number of
factors, including the statements under Risk Factors found in the
Companys Annual Reports on Form 10-Ks and its Quarterly Reports
on Form 10-Qs on file with the SEC.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Description |
IncorporatedBy Reference To | ||||
| 2.1 |
Distribution Asset Purchase Agreement, dated April13, 2017, by and between Coca-Cola Refreshments USA, Inc. and Coca-Cola Bottling Co. Consolidated. |
Filedherewith. | ||||
| 2.2 |
Manufacturing Asset Purchase Agreement, dated April13, 2017, by and between Coca-Cola Refreshments USA, Inc. and Coca-Cola Bottling Co. Consolidated. |
Filed herewith. | ||||
| 99.1 | News Release, dated April13, 2017. | Filed herewith. |
|
Certain schedules and similar supporting attachments to the Asset Purchase Agreements have been omitted, and the Company agrees to furnish supplemental copies of any such schedules and similar supporting attachments to the Securities and Exchange Commission upon request. |
About COCA-COLA BOTTLING CO. CONSOLIDATED (NASDAQ:COKE)
Coca-Cola Bottling Co. Consolidated produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, which include beverage brands. The Company is an independent Coca-Cola bottler in the United States. The Company’s segments are Nonalcoholic Beverages and All Other. The Company holds various agreements, under which it produces, distributes and markets sparkling beverages of The Coca-Cola Company, as well as still beverages of The Coca-Cola Company, such as POWERade, vitaminwater, Minute Maid Juices To Go and Dasani water products, and various other products, including Dr Pepper, Sundrop and Monster Energy products. Its operational footprint includes markets located in North Carolina, South Carolina, South Alabama, South Georgia, Central Tennessee, Western Virginia and West Virginia. It develops, markets and distributes certain products, which it owns, such as Tum-E Yummies, a vitamin-C enhanced flavored drink, and Fuel in a Bottle power shots. COCA-COLA BOTTLING CO. CONSOLIDATED (NASDAQ:COKE) Recent Trading Information
COCA-COLA BOTTLING CO. CONSOLIDATED (NASDAQ:COKE) closed its last trading session up +5.27 at 207.45 with 23,848 shares trading hands.