Item 8.01. Other Events.
On August 19, 2022, Keurig Dr Pepper Inc. (the "Company") filed an automatic
shelf registration statement on Form S-3 (File No. 333-266989) (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, covering an unspecified amount of shares of
its common stock, par value $0.01 per share (the "Common Stock"), and certain
other securities of the Company.
On August 19, 2022, the Company filed a prospectus supplement (the "Resale
Prospectus Supplement") to the Registration Statement registering the resale of
up to an aggregate of 550,382,741 shares of the Company's Common Stock (the
"Shares") which may be used by the selling stockholders identified therein to
resell the shares of the Common Stock covered thereby. The Resale Prospectus
Supplement replaces the prospectus supplement dated August 27, 2019 and the
accompanying prospectus included in the Company's registration statement on Form
S-3 (File No. 333-233477), which will expire on or about August 27, 2022, in
satisfaction of ongoing registration obligations of the Company. The Company
will not receive any proceeds from any sale of Shares by the selling
stockholders.
The Company is filing this report to provide the legal opinion as to the
validity of the Shares covered by the Resale Prospectus Supplement, which
opinion is attached hereto as Exhibit 5.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
validity of the Shares.
104 Cover Page Interactive Data File, formatted in Inline XBRL.
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