Item 8.01. Other Events.



Euro-Denominated Notes Offering

On April 28, 2021, The Coca-Cola Company (the "Company") entered into an underwriting agreement (the "Euro Notes Underwriting Agreement") among the Company and the underwriters named therein (the "Euro Notes Underwriters"), in connection with the Company's public offering (the "Euro Notes Offering") of €500,000,000 aggregate principal amount of its 0.400% Notes due 2030 and €500,000,000 aggregate principal amount of its 0.950% Notes due 2036 (collectively, the "Euro Notes"). Pursuant to the Euro Notes Underwriting Agreement, the Company agreed to sell the Euro Notes to the Euro Notes Underwriters, and the Euro Notes Underwriters agreed to purchase the Euro Notes for resale to the public. The Euro Notes Offering is expected to close on or about May 6, 2021, subject to customary closing conditions.

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.

U.S. Dollar-Denominated Notes Offering

On April 28, 2021, the Company entered into an underwriting agreement (the "Dollar Notes Underwriting Agreement") among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives of the several underwriters named therein (the "Dollar Notes Underwriters"), in connection with the Company's public offering (the "Dollar Notes Offering") of $2,000,000,000 aggregate principal amount of its 2.250% Notes due 2032, $750,000,000 aggregate principal amount of its 2.875% Notes due 2041 and $700,000 aggregate principal amount of its 3.000% Notes due 2051 (collectively, the "Dollar Notes" and, together with the Euro Notes, the "Notes"). Pursuant to the Dollar Notes Underwriting Agreement, the Company agreed to sell the Dollar Notes to the Dollar Notes Underwriters, and the Dollar Notes Underwriters agreed to purchase the Dollar Notes for resale to the public. The Dollar Notes Offering is expected to close on or about May 5, 2021, subject to customary closing conditions.

The Dollar 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 Dollar Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

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 Securities and Exchange Commission (the "SEC") on October 24, 2019.

The Company intends to use the net proceeds from the offering of the Dollar Notes, together with cash on hand, for the purchase of certain of its outstanding U.S. dollar-denominated notes (the "Dollar Tender Offer Notes") and the payment of related accrued and unpaid interest, premiums, fees and expenses (the "Dollar Tender Offers") and the redemptions of certain of the Dollar Tender Offer Notes that remain outstanding following the consummation of the Dollar Tender Offers, if applicable. The Company intends to use the net proceeds from the offering of the Euro Notes, together with cash on hand, for the purchase of certain of its outstanding euro-denominated notes and the payment of related accrued and unpaid interest, premiums, fees and expenses.

The Euro Notes Underwriting Agreement and the Dollar Notes Underwriting Agreement are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.




  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 SEC's website at http://www.sec.gov.





Exhibit No.                                 Description

1.1             Underwriting Agreement relating to the Euro Notes, dated April 28,
              2021, among the Company and the Euro Notes Underwriters named
              therein.

1.2             Underwriting Agreement relating to the Dollar Notes, dated April 28,
              2021, among the Company and BofA Securities, Inc., Citigroup Global
              Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC
              and Morgan Stanley & Co. LLC, as representatives of the several
              underwriters named therein.

104           Cover Page Interactive Data File (the cover page XBRL tags are embedded
              within the iXBRL document).

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