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Published on 4/21/2022 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Keurig Dr Pepper upsizes tender offers for notes at early deadline

Chicago, April 21 – Keurig Dr Pepper Inc. announced the early results of its tender offers and also announced that it will be upsizing the offer by around $520 million to accept more notes, according to a press release on Thursday.

When the offer started, it was divided into three parts and the company was offering to purchase notes from six series for a purchase amount of $1.6 billion.

The company is lifting the caps to accept all of the notes tendered in the second and third part and more of the notes tendered in the first part.

2025 notes

The company was offering to buy up to a maximum purchase price of $400 million of its $1 billion outstanding 4.417% senior notes due 2025 (Cusips: 49271VAH3, 565122AD0, U56495AD3) with pricing to be based on the 1.75% U.S. Treasury due March 15, 2025 plus 43 basis points.

The maximum amount has been lifted to $485 million.

Noteholders tendered $618,527,000 of the notes by the early deadline.

2028 notes

The second part of the tender offer was for up to $600 million maximum purchase amount of the $2 billion outstanding 4.597% senior notes due 2028 (Cusip: 49271VAF7) with pricing to be based on the 2.5% U.S. Treasury due March 31, 2027 plus 85 bps.

The raised maximum purchase amount is about $929 million, to allow the company to accept all of the $887,886,000 early tendered notes.

Long-dated notes

Four notes are part of the long-dated tender offer. A maximum purchase price of $600 million of notes was to be purchased from the four series.

Keurig Dr Pepper will instead buy about $706 million total purchase amount of the notes.

Listed by acceptance priority order, the company received tenders in the following amounts:

• $358,768,000 tendered of the $750 million outstanding 5.085% senior notes due 2048 (Cusips: 49271VAD2, 565122AG3, U56495AF8) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 153 bps;

• $288,912,000 tendered of the $500 million outstanding 4.985% senior notes due 2038 (Cusip: 49271VAC4) with pricing to be based on the 2.375% U.S. Treasury due Feb. 15, 2042 plus 128 bps;

• $270,293,000 tendered of the $550 million outstanding 4.5% senior notes due 2045 (Cusip: 26138EAT6) with pricing to be based on the 2.375% U.S. Treasury due Feb. 15, 2042 plus 148 bps; and

• $164,143,000 tendered of the $400 million outstanding 4.42% senior notes due 2046 (Cusip: 26138EAY5) with pricing to be based on the 1.875% U.S. Treasury due Nov. 15, 2051 plus 150 bps.

Details

All of the tender considerations are based on par of $1,000 notes. Additionally, the calculated tender considerations will include a $50 early tender payment that will not be paid to noteholders who tender after the early deadline.

The early deadline was 5 p.m. ET on April 20, also the withdrawal deadline.

Pricing will take place at 10 a.m. ET on April 21.

Early settlement will take place on April 22.

The tender offers expire at 11:59 p.m. ET on May 4. However, the company does not expect to accept any more notes for purchase.

Final settlement would have been May 6.

Financing for the tender offers will come from the proceeds of a new offering of senior notes and cash on hand, if necessary. The tender offers were subject to the satisfaction of a financing condition. All conditions have been satisfied or waived by the early deadline.

Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057), BofA Securities (888 292-0070, 980 387-3907, debt_advisory@bofa.com) and Goldman Sachs & Co. LLC (800 828-3182, 212 902-6351) are the dealer managers.

D.F. King & Co., Inc. (866 356-7814, 212 269-5550, kdp@dfking.com, www.dfking.com/kdp) is the information and tender agent for the offer.

The beverage conglomerate is based in Burlington, Mass.


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