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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
May
14, 2024
![](https://www.sec.gov/Archives/edgar/data/21344/000155278124000325/ko_logo.jpg)
COCA COLA CO
(Exact name of
Registrant as specified in its charter)
Delaware |
001-02217 |
58-0628465 |
(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification No.) |
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One
Coca-Cola Plaza |
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Atlanta, |
Georgia |
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(Address
of principal executive offices) |
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(Zip
Code) |
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Registrant’s
telephone number, including area code: (404) 676-2121
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, $0.25 Par Value |
KO |
New
York Stock Exchange |
1.875%
Notes Due 2026 |
KO26 |
New
York Stock Exchange |
0.750%
Notes Due 2026 |
KO26C |
New
York Stock Exchange |
1.125%
Notes Due 2027 |
KO27 |
New
York Stock Exchange |
0.125%
Notes Due 2029 |
KO29A |
New
York Stock Exchange |
0.125%
Notes Due 2029 |
KO29B |
New
York Stock Exchange |
0.400%
Notes Due 2030 |
KO30B |
New
York Stock Exchange |
1.250%
Notes Due 2031 |
KO31 |
New
York Stock Exchange |
0.375%
Notes Due 2033 |
KO33 |
New
York Stock Exchange |
0.500%
Notes Due 2033 |
KO33A |
New
York Stock Exchange |
1.625%
Notes Due 2035 |
KO35 |
New
York Stock Exchange |
1.100%
Notes Due 2036 |
KO36 |
New
York Stock Exchange |
0.950%
Notes Due 2036 |
KO36A |
New
York Stock Exchange |
0.800%
Notes Due 2040 |
KO40B |
New
York Stock Exchange |
1.000%
Notes Due 2041 |
KO41 |
New
York Stock Exchange |
Indicate by check
mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Euro-Denominated Notes Offering
On May 14, 2024, The Coca-Cola
Company (the “Company”) completed its previously announced public offering of €500,000,000 aggregate principal amount
of its 3.125% Notes due 2032 and €500,000,000 aggregate principal amount of its 3.500% Notes due 2044 (collectively, the “Euro
Notes”).
The offering of the Euro Notes
was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-268053) filed with the Securities
and Exchange Commission (the “SEC”) on October 28, 2022.
The Euro Notes were issued under
an Amended and Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and
Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture,
dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007, between the Company and Deutsche Bank
Trust Company Americas, as successor to Bankers Trust Company, as trustee.
The Company intends to use the
net proceeds from the offering of the Euro Notes for general corporate purposes, which may include working capital, capital expenditures,
acquisitions of or investments in businesses or assets and redemption and repayment of short-term or long-term borrowings, as well as
for making any potential payments in connection with the Company’s ongoing tax litigation with the United States Internal Revenue
Service.
The
Indenture and the forms of global note for the offering 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. |
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:
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· |
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; |
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· |
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; |
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· |
may apply standards of materiality in a way that is different from what may
be viewed as material to you or other investors; and |
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· |
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. |
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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 |
4.1 |
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers 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 on October 25, 1993. |
4.2 |
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers 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 on October 25, 1993. |
4.3 |
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March 5, 2009. |
4.4 |
Form of Note for 3.125% Notes due 2032. |
4.5 |
Form of Note for 3.500% Notes due 2044. |
5.1 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Euro Notes. |
23.1 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part
of Exhibit 5.1 hereto. |
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date:
May 14, 2024 |
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THE COCA-COLA COMPANY |
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(REGISTRANT) |
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By: |
/s/
MARK RANDAZZA |
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Name: |
Mark
Randazza |
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Title:
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Senior
Vice President, Assistant Controller
and Chief Accounting Officer |
Exhibit 4.4
THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF SECTION 2.05 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CLEARSTREAM BANKING, SOCIÉTÉ ANONYME OR EUROCLEAR
BANK S.A./N.V. (EACH A “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.
THE COCA-COLA
COMPANY
3.125% Notes
due 2032
CUSIP No. 191216 DU1
ISIN No. XS2818290509
Common Code: 281829050
THE
COCA-COLA COMPANY, a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to BT GLOBENET NOMINEES LIMITED (as nominee
of the Depositary), or its registered assigns, the principal sum of [_________] (€[__________]) on May 14, 2032 and to pay
interest thereon from May 14, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, annually on May 14 in each year, commencing May 14, 2025 at the rate of 3.125% per annum until the principal hereof is paid
or made available for payment. Interest on the Securities shall be computed on the basis of the actual number of days in the period
for which interest is being calculated and the actual number of days from and including the last date on which interest was paid
on the Securities (or from May 14, 2024, if no interest has been paid on the Securities) to but excluding the next scheduled Interest
Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital
Market Association. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding such
Interest Payment Date. Any such interest which is payable but is not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this Series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
As
set forth herein, the Company will pay additional interest on this Security in certain circumstances.
If
either a date for payment of principal or interest on this Security or the Maturity of this Security falls on a day that is not
a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the
date the payment was due. No interest will accrue on any amounts payable for the period from and after the date for payment of
principal of or interest on this Security or the Maturity of this Security provided such payment is made on such next succeeding
Business Day. For this purpose, “Business Day” means any day that is not a Saturday or Sunday and that is not a day
on which banking institutions are generally authorized or obligated by law or executive order to close in the City of New York
or London and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system, or any successor thereto,
operates.
Payment
of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose
in a location agreed upon between the Company and the Paying Agent; provided, however, that at the option of the Company payment
of interest, other than interest at Maturity, or upon redemption, may be made by check drawn upon the Paying Agent and mailed
on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Securities
Register; provided, further, that (1) the Depositary, as Holder of the Securities, or (2) a Holder of more than €5,000,000
in aggregate principal amount of a Series of Securities in definitive form is entitled to require the Paying Agent to make payments
of interest, other than interest due at Maturity or upon redemption, by wire transfer of immediately available funds into an account
maintained by the Holder in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives
the instructions not less than ten days prior to the applicable Interest Payment Date. The principal and interest payable on any
of the Securities at Maturity, or upon redemption, will be paid by wire transfer of immediately available funds against presentation
of a Security at the office of the Transfer Agent and Registrar.
All
payments on this Security will be payable in Euro. If, however, the Euro is unavailable to the Company due to the imposition of
exchange controls or other circumstances beyond the Company’s control or if the Euro is no longer being used by the then Member
States of the European Monetary Union (the “Member States”) that have adopted the Euro as their currency or for the
settlement of transactions by public institutions of or within the international banking community, then all payments in respect
of this Security will be made in U.S. Dollars until the Euro is again available to the Company or so used. In such circumstance,
the amount otherwise payable by the Company on any date in Euro will be converted into U.S. Dollars at a rate determined by the
Company in good faith. If applicable laws or regulations of the Member States (including official pronouncements applying those
laws or regulations) mandated, in the Company’s good faith determination, the use of a specific exchange rate for these purposes,
the Company will apply the exchange rate so mandated. Any payment in respect of this Security so made in U.S. Dollars will not
constitute an Event of Default under this Security or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility
for any calculation or conversion in connection with the foregoing.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through
an authenticating agent, by the manual signature of an authorized signatory, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated:
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THE COCA-COLA COMPANY |
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By: |
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Name: Stacy Apter |
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Title: Senior Vice President and Treasurer,
Head of Corporate Finance |
Attest:
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|
Name: Jennifer
Manning |
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Title: Secretary |
|
(Trustee’s Certificate
of Authentication)
This
is one of the Securities of the Series provided for in the within-mentioned Indenture.
|
Deutsche Bank Trust Company Americas, as Trustee |
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|
By: |
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Authorized Signatory |
[Reverse]
This
Note (as defined herein) is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company
(herein called the “Securities”), issued and to be issued in one or more Series under an Indenture, dated as of April
26, 1988, as amended and supplemented by that First Supplemental Indenture, dated as of February 24, 1992, and by that Second
Supplemental Indenture, dated as of November 1, 2007 (as so amended and supplemented, herein called the “Indenture”),
between the Company and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different rates, may be denominated and bear interest, if
any, in Dollars or in a Foreign Currency, may be subject to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided.
No
sinking fund is provided for the Notes.
In
the event of a deposit or withdrawal of an interest in this Note, including an exchange, redemption or transfer of this Note in
part only, the Trustee or its designee, as custodian of the Depositary, shall make an adjustment on its records to reflect such
deposit or withdrawal in accordance with the rules and procedures of Euroclear and Clearstream applicable to, and as in effect
at the time of, such transaction.
If
an Event of Default with respect to the Notes shall occur and be continuing, the principal of, and accrued interest on, the Notes
may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment
of such principal of and interest, if any, on the Notes shall terminate. The Holders shall have such other rights and remedies
after the occurrence and during the continuance of an Event of Default as set forth in the Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Notes of each Series under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding
of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Notes of each Series at the time outstanding, on behalf of the Holders
of all Notes of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture. Section 12.01(a) of the Indenture also contains provisions applicable to the Notes relating
to the Company’s ability to discharge its obligations with respect to the Notes and under the Indenture with respect to the Notes,
upon the deposit of money, German government securities or other government obligations, in an amount sufficient to pay and discharge
the principal of and interest on the Notes to the Maturity of the Note, in certain specified circumstances. The defeasance provisions
described in Section 12.01(b) of the Indenture will not be applicable to the Notes. The lien and sale and lease back provisions
described in Sections 5.03 and 5.04 of the Indenture will not be applicable to the Notes.
Subject
to the next preceding sentence hereof, no reference herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
This
Note is exchangeable for definitive Notes only if (1) the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for this Note and the Company does not appoint a successor Depositary within 90 days after receiving that notice
or becoming aware that the Depositary is no longer registered or (2) the Company executes and delivers to the Trustee a Company
Order that this Note shall be so exchangeable. In such case, this Note shall be exchangeable into definitive Notes issuable only
in denominations of €100,000 and integral multiples of €1,000 in excess thereof. No definitive Notes shall be issuable
in denominations of less than €100,000. If this Note is exchanged pursuant to the preceding sentences, it shall be exchangeable
for definitive Notes at the office of the Transfer Agent and Registrar, currently located at Deutsche Bank Trust Company Americas,
1 Columbus Circle, 17th Floor, Mail Stop NYC01-1710, New York, New York 10019, registered in the name or names that
the Depositary gives to the Trustee, bearing interest at the same rate, having the same date of issuance, redemption provisions,
Stated Maturity and other terms in registered form and of differing denominations aggregating a like amount.
As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the
Securities Register, upon surrender of this Note for registration of transfer at the office or agency of the Transfer Agent and
Registrar, currently located at Deutsche Bank Trust Company Americas, 1 Columbus Circle, 17th Floor, Mail Stop NYC01-1710,
New York, New York 10019, or at any other office or agency of the Company where the principal of and interest on this Note are
payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Transfer
Agent and Registrar, duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The
Notes are issuable only in registered form without coupons and only in minimum denominations of €100,000 and any integral
multiple of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same.
No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior
to February 14, 2032 (three months prior to the maturity date (the “Par Call Date”)) the Company may, at its option,
redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price (as determined by the Company,
expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| · | 100% of the principal amount of the Notes to be redeemed; and |
| · | (a) the sum of the present values of the remaining scheduled payments of principal and interest
on the Notes to be redeemed discounted to the Redemption Date (assuming the notes matured on the Par Call Date) on an annual basis
(ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 15 basis points less (b) accrued and unpaid interest
thereon to, but excluding, the Redemption Date; |
plus,
in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Neither
the Trustee nor the Paying Agent shall have any responsibility for any calculation of the Redemption Price.
On
or after the Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to
time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest
thereon to, but excluding, the Redemption Date.
The
term “Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal
places, with 0.0005 being rounded upwards), on the third Business Day prior to the Redemption Date, of the Comparable Government
Bond (as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London
time) on such Business Day as determined by an independent investment bank selected by the Company.
The
term “Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion
of an independent investment bank selected by the Company, a German federal government bond whose maturity is closest to the maturity
of the Notes to be redeemed (assuming that the Notes to be redeemed matured on the Par Call Date), or if such independent investment
bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent
investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by
the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
Notice
of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear
to the Holders of the Notes not less than 10 days and not more than 60 days before the Redemption Date of the Notes being redeemed.
Unless the Company defaults on payment of the Redemption Price, on and after the Redemption Date, the Notes or any portion of
the Notes called for redemption will stop accruing interest. A partial redemption of Notes may be effected pursuant to applicable
procedures of the depositary or the Paying Agent, and may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for such Notes or any integral multiple of €1,000 in excess thereof) of the principal amount of such
Notes of a denomination larger than the minimum authorized denomination for such Notes.
The
Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional
amounts as are necessary in order that the net payment by the Company of the principal of and interest on the Notes to a Holder
who is not a United States Person (as defined below), after withholding or deduction for any present or future tax, assessment
or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the
amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts
shall not apply:
(1) |
to any
tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose
benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the
Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered
by a fiduciary holder, being considered as:
(a)
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment
in the United States;
(b)
having a current or former connection with the United States (other than a connection arising solely as a result of the
ownership of the Notes or the receipt of any payment or the enforcement of any rights thereunder), including being or
having been a citizen or resident of the United States;
(c)
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation
for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income
tax;
(d)
being a controlled foreign corporation within the meaning of Section 957(a) of the United States Internal Revenue Code
of 1986, as amended (the “Code”) related within the meaning of Code Section 864(d)(4) to the Company;
(e)
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the Code,
or any successor provision;
(f)
being subject to income tax withholding or backup withholding as of the date of the purchase by the Holder or beneficial
owner of the Notes; or
(g)
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary
course of its trade or business; |
(2) |
to any Holder that
is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability
company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect
to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled
to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment; |
(3) |
to any tax, duty,
levy, assessment or other governmental charge which would not have been imposed but for the presentation of the note or evidence
of beneficial ownership thereof (where presentation is required) for payment on a date more than 30 days after the date on
which such payment becomes due and payable or the date on which payment is duly provided for, whichever occurs later; |
(4) |
to any tax, assessment
or other governmental charge that would not have been imposed but for the failure of the Holder or any other Person to comply
with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by
regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge; |
(5) |
to any inheritance,
gift, estate, personal property, sales, transfer or similar tax, duty levy, assessment, or similar governmental charge; |
(6) |
to any tax, duty,
levy, assessment, or other governmental charge that is payable otherwise than by withholding from payments in respect of the
Notes; |
(7) |
to any tax, duty,
levy, assessment or governmental charge that would not have been imposed but for an election by the Holder or beneficial owner
of the Notes, the effect of which is to make one or more payments in respect of the Notes subject to United States federal
income tax, state or local tax, or any other tax, duty, levy, assessment or other governmental charge; |
(8) |
to any tax, duty,
levy, assessment or governmental charge imposed under any of Sections 1471 through 1474 of the Code, any applicable United
States Treasury Regulations promulgated thereunder, or any judicial or administrative interpretation of any of the foregoing;
or |
(9) |
to any combination
of items (1), (2), (3), (4), (5), (6), (7), or (8) above. |
This
Note is subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to this Note. Except as specifically provided above, no payment will be required for any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
If
the Company is required to pay any additional amounts as described above with respect to the Notes, the Company will notify the
Trustee and the Paying Agent pursuant to an Officer’s Certificate that specifies the additional amounts payable and when
the additional amounts are payable. If the Trustee and the Paying Agent do not receive such an Officer’s Certificate from
the Company, the Trustee and the Paying Agent may rely on the absence of such an Officer’s Certificate in assuming that
no such additional amounts are payable.
The
term “United States” means the United States of America, the states of the United States, and the District of Columbia,
and the term “United States Person” means any individual who is a citizen or resident of the United States for United
States federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject
to United States federal income taxation regardless of its source.
If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application
or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after
May 14, 2024, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become
obligated to pay additional amounts as described above with respect to the Notes, then the Company may at any time at the Company’s
option redeem, in whole, but not in part, the Notes on not less than 15 nor more than 30 days’ prior notice to the Holders,
at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest on the Notes to the date fixed
for redemption.
The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
All
terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes
are governed by the laws of the State of New York.
ABBREVIATIONS
The following
abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN
COM |
- |
as
tenants in common |
TEN
ENT |
- |
as
tenants by entireties (Cust) |
JT
TEN |
- |
As
joint tenants with right of survivorship and not as tenants in common |
UNIF
GIFT MIN ACT |
- |
_____________ Custodian __________________
(Minor)
Under Uniform Gifts to Minors
Act
(State) |
Additional abbreviations
may also be used though not in the above list.
FORM OF ASSIGNMENT
For
value received __________ hereby sell(s), assign(s) and transfer(s) unto _______________(Please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints __________________ as attorney to transfer
the said Note on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature(s) |
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Signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934. |
Exhibit 4.5
THIS
NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF SECTION 2.05 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CLEARSTREAM BANKING, SOCIÉTÉ ANONYME OR EUROCLEAR
BANK S.A./N.V. (EACH A “DEPOSITARY”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.
THE COCA-COLA
COMPANY
3.500% Notes
due 2044
CUSIP No. 191216 DV9
ISIN No. XS2815948695
Common Code: 281594869
THE
COCA-COLA COMPANY, a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to BT GLOBENET NOMINEES LIMITED (as nominee
of the Depositary), or its registered assigns, the principal sum of [_________] (€[__________]) on May 14, 2044 and to pay
interest thereon from May 14, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, annually on May 14 in each year, commencing May 14, 2025 at the rate of 3.500% per annum until the principal hereof is paid
or made available for payment. Interest on the Securities shall be computed on the basis of the actual number of days in the period
for which interest is being calculated and the actual number of days from and including the last date on which interest was paid
on the Securities (or from May 14, 2024, if no interest has been paid on the Securities) to but excluding the next scheduled Interest
Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital
Market Association. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding such
Interest Payment Date. Any such interest which is payable but is not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this Series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
As
set forth herein, the Company will pay additional interest on this Security in certain circumstances.
If
either a date for payment of principal or interest on this Security or the Maturity of this Security falls on a day that is not
a Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the
date the payment was due. No interest will accrue on any amounts payable for the period from and after the date for payment of
principal of or interest on this Security or the Maturity of this Security provided such payment is made on such next succeeding
Business Day. For this purpose, “Business Day” means any day that is not a Saturday or Sunday and that is not a day
on which banking institutions are generally authorized or obligated by law or executive order to close in the City of New York
or London and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system, or any successor thereto,
operates.
Payment
of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose
in a location agreed upon between the Company and the Paying Agent; provided, however, that at the option of the Company payment
of interest, other than interest at Maturity, or upon redemption, may be made by check drawn upon the Paying Agent and mailed
on or prior to an Interest Payment Date to the address of the Person entitled thereto as such address shall appear in the Securities
Register; provided, further, that (1) the Depositary, as Holder of the Securities, or (2) a Holder of more than €5,000,000
in aggregate principal amount of a Series of Securities in definitive form is entitled to require the Paying Agent to make payments
of interest, other than interest due at Maturity or upon redemption, by wire transfer of immediately available funds into an account
maintained by the Holder in the United States, by sending appropriate wire transfer instructions as long as the Paying Agent receives
the instructions not less than ten days prior to the applicable Interest Payment Date. The principal and interest payable on any
of the Securities at Maturity, or upon redemption, will be paid by wire transfer of immediately available funds against presentation
of a Security at the office of the Transfer Agent and Registrar.
All
payments on this Security will be payable in Euro. If, however, the Euro is unavailable to the Company due to the imposition of
exchange controls or other circumstances beyond the Company’s control or if the Euro is no longer being used by the then Member
States of the European Monetary Union (the “Member States”) that have adopted the Euro as their currency or for the
settlement of transactions by public institutions of or within the international banking community, then all payments in respect
of this Security will be made in U.S. Dollars until the Euro is again available to the Company or so used. In such circumstance,
the amount otherwise payable by the Company on any date in Euro will be converted into U.S. Dollars at a rate determined by the
Company in good faith. If applicable laws or regulations of the Member States (including official pronouncements applying those
laws or regulations) mandated, in the Company’s good faith determination, the use of a specific exchange rate for these purposes,
the Company will apply the exchange rate so mandated. Any payment in respect of this Security so made in U.S. Dollars will not
constitute an Event of Default under this Security or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility
for any calculation or conversion in connection with the foregoing.
Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through
an authenticating agent, by the manual signature of an authorized signatory, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated:
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THE COCA-COLA COMPANY |
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By: |
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Name: Stacy Apter |
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Title: Senior Vice President and Treasurer,
Head of Corporate Finance |
Attest:
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Name: Jennifer
Manning |
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Title: Secretary |
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(Trustee’s Certificate
of Authentication)
This
is one of the Securities of the Series provided for in the within-mentioned Indenture.
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Deutsche Bank Trust Company Americas, as Trustee |
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By: |
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Authorized Signatory |
[Reverse]
This
Note (as defined herein) is one of a duly authorized issue of debentures, notes or other evidences of indebtedness of the Company
(herein called the “Securities”), issued and to be issued in one or more Series under an Indenture, dated as of April
26, 1988, as amended and supplemented by that First Supplemental Indenture, dated as of February 24, 1992, and by that Second
Supplemental Indenture, dated as of November 1, 2007 (as so amended and supplemented, herein called the “Indenture”),
between the Company and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas), as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered. The Securities may be issued in one or more Series, which different Series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different rates, may be denominated and bear interest, if
any, in Dollars or in a Foreign Currency, may be subject to different redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided.
No
sinking fund is provided for the Notes.
In
the event of a deposit or withdrawal of an interest in this Note, including an exchange, redemption or transfer of this Note in
part only, the Trustee or its designee, as custodian of the Depositary, shall make an adjustment on its records to reflect such
deposit or withdrawal in accordance with the rules and procedures of Euroclear and Clearstream applicable to, and as in effect
at the time of, such transaction.
If
an Event of Default with respect to the Notes shall occur and be continuing, the principal of, and accrued interest on, the Notes
may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment
of such principal of and interest, if any, on the Notes shall terminate. The Holders shall have such other rights and remedies
after the occurrence and during the continuance of an Event of Default as set forth in the Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Notes of each Series under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding
of each Series to be affected by such amendment or modification. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Notes of each Series at the time outstanding, on behalf of the Holders
of all Notes of such Series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture. Section 12.01(a) of the Indenture also contains provisions applicable to the Notes relating
to the Company’s ability to discharge its obligations with respect to the Notes and under the Indenture with respect to the Notes,
upon the deposit of money, German government securities or other government obligations, in an amount sufficient to pay and discharge
the principal of and interest on the Notes to the Maturity of the Note, in certain specified circumstances. The defeasance provisions
described in Section 12.01(b) of the Indenture will not be applicable to the Notes. The lien and sale and lease back provisions
described in Sections 5.03 and 5.04 of the Indenture will not be applicable to the Notes.
Subject
to the next preceding sentence hereof, no reference herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest
on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
This
Note is exchangeable for definitive Notes only if (1) the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for this Note and the Company does not appoint a successor Depositary within 90 days after receiving that notice
or becoming aware that the Depositary is no longer registered or (2) the Company executes and delivers to the Trustee a Company
Order that this Note shall be so exchangeable. In such case, this Note shall be exchangeable into definitive Notes issuable only
in denominations of €100,000 and integral multiples of €1,000 in excess thereof. No definitive Notes shall be issuable
in denominations of less than €100,000. If this Note is exchanged pursuant to the preceding sentences, it shall be exchangeable
for definitive Notes at the office of the Transfer Agent and Registrar, currently located at Deutsche Bank Trust Company Americas,
1 Columbus Circle, 17th Floor, Mail Stop NYC01-1710, New York, New York 10019, registered in the name or names that
the Depositary gives to the Trustee, bearing interest at the same rate, having the same date of issuance, redemption provisions,
Stated Maturity and other terms in registered form and of differing denominations aggregating a like amount.
As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the
Securities Register, upon surrender of this Note for registration of transfer at the office or agency of the Transfer Agent and
Registrar, currently located at Deutsche Bank Trust Company Americas, 1 Columbus Circle, 17th Floor, Mail Stop NYC01-1710,
New York, New York 10019, or at any other office or agency of the Company where the principal of and interest on this Note are
payable, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Transfer
Agent and Registrar, duly executed, by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The
Notes are issuable only in registered form without coupons and only in minimum denominations of €100,000 and any integral
multiple of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by
the Holder surrendering the same.
No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior
to November 14, 2043 (six months prior to the maturity date (the “Par Call Date”)) the Company may, at its option,
redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price (as determined by the Company,
expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| · | 100% of the principal amount of the Notes to be redeemed; and |
| · | (a) the sum of the present values of the remaining scheduled payments of principal and interest
on the Notes to be redeemed discounted to the Redemption Date (assuming the notes matured on the Par Call Date) on an annual basis
(ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 15 basis points less (b) accrued and unpaid interest
thereon to, but excluding, the Redemption Date; |
plus,
in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Neither
the Trustee nor the Paying Agent shall have any responsibility for any calculation of the Redemption Price.
On
or after the Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to
time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest
thereon to, but excluding, the Redemption Date.
The
term “Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal
places, with 0.0005 being rounded upwards), on the third Business Day prior to the Redemption Date, of the Comparable Government
Bond (as defined below) on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London
time) on such Business Day as determined by an independent investment bank selected by the Company.
The
term “Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion
of an independent investment bank selected by the Company, a German federal government bond whose maturity is closest to the maturity
of the Notes to be redeemed (assuming that the Notes to be redeemed matured on the Par Call Date), or if such independent investment
bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent
investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by
the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
Notice
of any redemption will be mailed or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear
to the Holders of the Notes not less than 10 days and not more than 60 days before the Redemption Date of the Notes being redeemed.
Unless the Company defaults on payment of the Redemption Price, on and after the Redemption Date, the Notes or any portion of
the Notes called for redemption will stop accruing interest. A partial redemption of Notes may be effected pursuant to applicable
procedures of the depositary or the Paying Agent, and may provide for the selection for redemption of portions (equal to the minimum
authorized denomination for such Notes or any integral multiple of €1,000 in excess thereof) of the principal amount of such
Notes of a denomination larger than the minimum authorized denomination for such Notes.
The
Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional
amounts as are necessary in order that the net payment by the Company of the principal of and interest on the Notes to a Holder
who is not a United States Person (as defined below), after withholding or deduction for any present or future tax, assessment
or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the
amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts
shall not apply:
(1) |
to any
tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose
benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the
Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered
by a fiduciary holder, being considered as:
(a)
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment
in the United States;
(b)
having a current or former connection with the United States (other than a connection arising solely as a result of the
ownership of the Notes or the receipt of any payment or the enforcement of any rights thereunder), including being or
having been a citizen or resident of the United States;
(c)
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation
for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income
tax;
(d)
being a controlled foreign corporation within the meaning of Section 957(a) of the United States Internal Revenue Code
of 1986, as amended (the “Code”) related within the meaning of Code Section 864(d)(4) to the Company;
(e)
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the Code,
or any successor provision;
(f)
being subject to income tax withholding or backup withholding as of the date of the purchase by the Holder or beneficial
owner of the Notes; or
(g)
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary
course of its trade or business; |
(2) |
to any Holder that
is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability
company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect
to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled
to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment; |
(3) |
to any tax, duty,
levy, assessment or other governmental charge which would not have been imposed but for the presentation of the note or evidence
of beneficial ownership thereof (where presentation is required) for payment on a date more than 30 days after the date on
which such payment becomes due and payable or the date on which payment is duly provided for, whichever occurs later; |
(4) |
to any tax, assessment
or other governmental charge that would not have been imposed but for the failure of the Holder or any other Person to comply
with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by
regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge; |
(5) |
to any inheritance,
gift, estate, personal property, sales, transfer or similar tax, duty levy, assessment, or similar governmental charge; |
(6) |
to any tax, duty,
levy, assessment, or other governmental charge that is payable otherwise than by withholding from payments in respect of the
Notes; |
(7) |
to any tax, duty,
levy, assessment or governmental charge that would not have been imposed but for an election by the Holder or beneficial owner
of the Notes, the effect of which is to make one or more payments in respect of the Notes subject to United States federal
income tax, state or local tax, or any other tax, duty, levy, assessment or other governmental charge; |
(8) |
to any tax, duty,
levy, assessment or governmental charge imposed under any of Sections 1471 through 1474 of the Code, any applicable United
States Treasury Regulations promulgated thereunder, or any judicial or administrative interpretation of any of the foregoing;
or |
(9) |
to any combination
of items (1), (2), (3), (4), (5), (6), (7), or (8) above. |
This
Note is subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to this Note. Except as specifically provided above, no payment will be required for any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
If
the Company is required to pay any additional amounts as described above with respect to the Notes, the Company will notify the
Trustee and the Paying Agent pursuant to an Officer’s Certificate that specifies the additional amounts payable and when
the additional amounts are payable. If the Trustee and the Paying Agent do not receive such an Officer’s Certificate from
the Company, the Trustee and the Paying Agent may rely on the absence of such an Officer’s Certificate in assuming that
no such additional amounts are payable.
The
term “United States” means the United States of America, the states of the United States, and the District of Columbia,
and the term “United States Person” means any individual who is a citizen or resident of the United States for United
States federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject
to United States federal income taxation regardless of its source.
If,
as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application
or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after
May 14, 2024, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become
obligated to pay additional amounts as described above with respect to the Notes, then the Company may at any time at the Company’s
option redeem, in whole, but not in part, the Notes on not less than 15 nor more than 30 days’ prior notice to the Holders,
at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest on the Notes to the date fixed
for redemption.
The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
All
terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Notes
are governed by the laws of the State of New York.
ABBREVIATIONS
The following
abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN
COM |
- |
as
tenants in common |
TEN
ENT |
- |
as
tenants by entireties (Cust) |
JT
TEN |
- |
As
joint tenants with right of survivorship and not as tenants in common |
UNIF
GIFT MIN ACT |
- |
_____________ Custodian __________________
(Minor)
Under Uniform Gifts to Minors
Act _____________
(State) |
Additional abbreviations
may also be used though not in the above list.
FORM OF ASSIGNMENT
For
value received ______________ hereby sell(s), assign(s) and transfer(s) unto _____________ (Please insert social security or other
identifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints ____________________ as attorney to transfer
the said Note on the books of the Company, with full power of substitution in the premises.
Dated: |
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Signature(s) |
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Signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934. |
Exhibit 5.1
Skadden,
Arps, Slate, Meagher & Flom llp
One Manhattan West
New
York, NY 10001
DIRECT
DIAL
212-735-2573
DIRECT FAX
917-777-2573
EMAIL ADDRESS
Dwight.Yoo@SKADDEN.COM |
TEL:
(212) 735-3000
FAX:
(212) 735-2000
www.skadden.com
|
FIRM/AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS
ANGELES
PALO
ALTO
WASHINGTON,
D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG
KONG
LONDON
MUNICH
PARIS
SÃO
PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
|
May 14, 2024
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
RE: The
Coca-Cola Company – Senior Notes Offering
Ladies and Gentlemen:
We have acted
as special United States counsel to The Coca-Cola Company, a Delaware corporation (the “Company”), in connection with the
public offering of €500,000,000 aggregate principal amount of its 3.125% Notes due 2032 and €500,000,000 aggregate principal
amount of its 3.500% Notes due 2044 (collectively, the “Notes”) to be issued under the Amended and Restated Indenture,
dated as of April 26, 1988 (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of February
24, 1992 (the “First Supplemental Indenture”), and the Second Supplemental Indenture, dated as of November 1, 2007
(the “Second Supplemental Indenture” and, as so amended, the “Indenture”), between the Company
and Deutsche Bank Trust Company Americas (as successor to Bankers Trust Company), as trustee (the “Trustee”).
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the
“Securities Act”).
The Coca-Cola Company
May 14, 2024
Page 2
In rendering the
opinion stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-268053) of the Company relating to debt
securities and other securities of the Company filed on October 28, 2022 with the Securities and Exchange Commission (the “Commission”)
under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities
Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement pursuant
to Rule 430B of the Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
(b) the
prospectus, dated October 28, 2022 (the “Base Prospectus”), which forms a part of and is included in the Registration
Statement;
(c) the preliminary prospectus supplement, dated May 7, 2024 (together with the Base Prospectus, the “Preliminary Prospectus”),
relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated May 7, 2024 (together with the Base Prospectus, the “Prospectus”), relating
to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) an
executed copy of the Underwriting Agreement, dated May 7, 2024 (the “Underwriting Agreement”), among the Company and
the underwriters named therein (the “Underwriters”), relating to the sale by the Company to the Underwriters of the
Notes;
(f) an
executed copy of the Indenture;
(g) the
global certificates evidencing the Notes executed by the Company and registered in the name of BT Globenet Nominees Limited (the “Note
Certificates”), delivered by the Company to the Trustee for authentication and delivery;
(h) an
executed copy of a certificate of Jennifer Manning, Secretary of the Company, dated the date hereof (the “Secretary’s
Certificate”);
(i) an
executed copy of the Action of Treasurer of the Company, including the form of the Note Certificates, adopted on May 7, 2024, as certified
pursuant to the Secretary’s Certificate;
(j) a copy of the Company’s Certificate of Incorporation, as amended, certified by the Secretary of State of the State of Delaware
as of May 7, 2024, and certified pursuant to the Secretary’s Certificate;
(k) a
copy of the Company’s By-Laws, as amended and restated and in effect as of the date hereof, certified pursuant to the Secretary’s
Certificate;
(l) copies
of the Company’s Certificate of Incorporation, as in effect on each of April 21, 1988, April 26, 1988, February 24, 1992, November
1, 2007, May 1, 2024 and May 2, 2024, certified pursuant to the Secretary’s Certificate;
The Coca-Cola Company
May 14, 2024
Page 3
(m) copies
of the Company’s By-Laws, as in effect on each of April 21, 1988, April 26, 1988, February 24, 1992, November 1, 2007, May 1, 2024
and May 2, 2024, certified pursuant to the Secretary’s Certificate;
(n) copies
of certain resolutions of the Board of Directors of the Company, adopted on April 21, 1988, October 16, 1991, July 18, 2007 and May 2,
2024, each certified pursuant to the Secretary’s Certificate; and
(o) copies of certain resolutions of the Finance Committee of the Board of Directors of the Company, adopted on October 15, 1991,
July 17, 2007 and May 1, 2024, each certified pursuant to the Secretary’s Certificate.
We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates
and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents
as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination,
we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural
persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted
to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts
relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations
of officers and other representatives of the Company and others and of public officials, including those in the Secretary’s Certificate
and the factual representations and warranties contained in the Transaction Documents (as defined below).
We do not express
any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation
Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined on Law”).
As used herein,
“Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificates.
Based upon the
foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Note Certificates have been
duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the DGCL and, when
duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the
Underwriting Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms under the laws of the State of New York.
The Coca-Cola Company
May 14, 2024
Page 4
The opinion stated
herein is subject to the following qualifications:
(a) we
do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinion
stated herein is limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in
equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction
Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable
to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except
to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the
valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we
do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any
indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having
similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or to the
extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(e) we call to your attention that the opinion stated herein is subject to possible judicial action giving effect to governmental
actions or laws of jurisdictions other than those with respect to which we express our opinion;
(f) we have assumed, with your consent, that the choice of euro as the currency in which the Note Certificates are denominated does
not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that
a court may not award a judgment in any currency other than U.S. dollars;
(g) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions
contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject
to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles
of comity and constitutionality;
(h) we
have assumed that subsequent to the effectiveness of the Base Indenture, the Base Indenture has not been amended, restated, supplemented
or otherwise modified other than by the First Supplemental Indenture and the Second Supplemental Indenture in any way that affects or
relates to the Notes; and
The Coca-Cola Company
May 14, 2024
Page 5
(i) we
do not express any opinion whether the execution or delivery of any Transaction Document by the Company or the performance by the Company
of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction or provision
with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of
its subsidiaries.
In addition, in
rendering the foregoing opinion we have assumed that, at all applicable times:
(a) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations
thereunder, including the issuance and sale of the Notes: (i) constitutes or will constitute a violation of, or a default under, any
lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption
set forth in this clause (i) with respect to those agreements or instruments expressed to be governed by the laws of the State of New
York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December
31, 2023), (ii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property
is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that
we do not make the assumption set forth in this clause (iii) with respect to the Opined on Law); and
(b) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations
thereunder, including the issuance and sale of the Notes, requires or will require the consent, approval, licensing or authorization
of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent
to the reference to our firm under the headings “Legal Opinions” in the Preliminary Prospectus and “Legal Matters”
in the Base Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion with the Commission
as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the
Registration Statement. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking
to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
|
Very
truly yours, |
|
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/s/
Skadden, Arps, Slate, Meagher & Flom LLP |
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Coca Cola (NYSE:KO)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Coca Cola (NYSE:KO)
Historical Stock Chart
Von Sep 2023 bis Sep 2024