COCA-COLA BOTTLING CO. CONSOLIDATED (NASDAQ:COKE) Files An 8-K Other Events
Item8.01. Other Events.
Somerset Letter of Intent. On April11, 2017,
Coca-Cola Bottling Co. Consolidated (the Company) and The
Coca-Cola Company entered into a non-binding letter of intent
(the Somerset LOI) which contemplates the Company
exchanging certain of its exclusive distribution rights and
associated assets and working capital relating to the
distribution, promotion, marketing and sale of beverage products
owned and licensed by The Coca-Cola Company and certain
cross-licensed brands in territory located in south-central
Kentucky currently served by the Companys distribution center
located in Somerset, Kentucky for certain like kind assets of
Coca-Cola Refreshments USA, Inc. (CCR), a wholly-owned
subsidiary of The Coca-Cola Company, as part of the exchange
transactions contemplated by the non-binding letter of intent
entered into by the Company and The Coca-Cola Company on June14,
2016 (the June 2016 LOI), as described in the Companys
Current Report on Form8-K filed with the Securities and Exchange
Commission (the SEC) on June16, 2016 (the June 2016
Form8-K) and filed as Exhibit99.2 thereto (the exchange
transactions contemplated by the Somerset LOI and the June 2016
LOI, collectively, the Exchange Transactions).
In connection with the Exchange Transactions and as described in
the June 2016 LOI, to the extent that the agreed value of the
distribution rights and other assets acquired by the Company at
the closing of the Exchange Transactions is not equal to the
agreed value of the distribution rights and other assets acquired
by CCR at such closing, the party receiving distribution rights
and other assets with the greater value will be obligated to make
a cash payment to the other party equal to such difference.
The Exchange Transactions will be subject to the terms of a
definitive asset exchange agreement as described in the June 2016
Form8-K (the Definitive Agreement). The Company
anticipates that the Definitive Agreement will be executed, and
that the closing of the Exchange Transactions will be completed,
in 2017. The Companys expectations are subject to change,
however, based on the parties ongoing discussions, changing
business conditions and other future events and uncertainties.
Consummation of the Exchange Transactions will be subject to
certain customary conditions to closing, including those
described in the June 2016 LOI. The Somerset LOI also sets forth
a number of other conditions that the Company and The Coca-Cola
Company currently intend to be satisfied prior to such closing
and/or to be addressed in the Definitive Agreement.
The foregoing description of the Somerset LOI is qualified in its
entirety by reference to the full text of such agreement and all
exhibits thereto, which are filed as Exhibit99.1 to this Current
Report on Form8-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.
Forward-Looking Statements. This Current Report
on Form8-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 Form10-Ks and its Quarterly Reports on
Form10-Qs on file with the SEC.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description |
IncorporatedByReferenceTo |
||
| 99.1 |
Letter of Intent, dated April11, 2017, by and between the Company and The Coca-Cola Company. |
Filed herewith. |
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 down -1.40 at 202.51 with 23,049 shares trading hands.