THE COCA-COLA COMPANY Item 8.01. Other Events.
Euro-Denominated Notes Offering
On
The Euro Notes Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Euro Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
On
In connection with the offering of the Dollar Notes, the Company entered into an
underwriting agreement, dated
The offerings of the Notes were made pursuant to the Company's shelf
registration statement on Form S-3 (Registration No. 333-234311) filed with the
The Dollar Notes were issued under an Amended and Restated Indenture, dated as
of
The Company intends to use the net proceeds from the offering of the Dollar
Notes, together with cash on hand, if necessary, for the purchase of certain of
its outstanding
2
The Euro Notes Underwriting Agreement, the Dollar Notes Underwriting Agreement, the Indenture and the forms of global note for the Dollar Notes Offering are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Tender Offers
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
· should not in all instances be treated as categorical statements of fact,
but rather as a way of allocating the risk to one of the parties if those
statements prove to be inaccurate;
· may have been qualified by disclosures that were made to the other party
in connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the agreement;
· may apply standards of materiality in a way that is different from what
may be viewed as material to you or other investors; and
· were made only as of the date of the applicable agreement or such other
date or dates as may be specified in the agreement and are subject to more
recent developments.
Accordingly, these representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this report and the
Company's other public filings, which are available without charge through the
3 Exhibit No. Description 1.1 Underwriting Agreement relating to the Euro Notes, datedMarch 1, 2021 , among the Company and the Euro Notes Underwriters named therein. 1.2 Underwriting Agreement relating to the Dollar Notes, datedMarch 1, 2021 , among the Company andBarclays Capital Inc. ,Goldman Sachs & Co. LLC andSantander Investment Securities Inc. , as representatives of the several underwriters named therein. 4.1 Amended and Restated Indenture, dated as ofApril 26, 1988 , between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee - incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed onOctober 25, 1993 . 4.2 First Supplemental Indenture, dated as ofFebruary 24, 1992 , to Amended and Restated Indenture, dated as ofApril 26, 1988 , between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee - incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed onOctober 25, 1993 . 4.3 Second Supplemental Indenture, dated as ofNovember 1, 2007 , to Amended and Restated Indenture, dated as ofApril 26, 1988 , as amended, between the Company andDeutsche Bank Trust Company Americas , as successor toBankers Trust Company , as trustee - incorporated herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed onMarch 5, 2009 . 4.4 Form of Note for 1.500% Notes due 2028. 4.5 Form of Note for 2.000% Notes due 2031. 4.6 Form of Note for 3.000% Notes due 2051. 5.1 Opinion ofSkadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Dollar Notes. 23.1 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP - included as part of Exhibit 5.1 hereto. 99.1 Press release, datedMarch 5, 2021 , ofThe Coca-Cola Company . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). 4
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