COCA COLA CO — Capital/Financing Update 2021

Mar 9, 2021

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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)

March 9, 2021

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.)
One Coca-Cola Plaza		30313
Atlanta , Georgia		(Zip Code)
(Address of principal executive offices)

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:

| o | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| o | Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
| 0.750%
Notes Due 2023 | KO23B | New
York Stock Exchange |
| 0.500%
Notes Due 2024 | KO24 | 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 |
| 1.250%
Notes Due 2031 | KO31 | New
York Stock Exchange |
| 0.375%
Notes Due 2033 | KO33 | New
York Stock Exchange |
| 1.625%
Notes Due 2035 | KO35 | New
York Stock Exchange |
| 1.100%
Notes Due 2036 | KO36 | New
York Stock Exchange |
| 0.800%
Notes Due 2040 | KO40B | 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 o

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. o

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Item 8.01. Other Events.

On March 9, 2021, The Coca-Cola Company (the “Company”) completed its previously announced public offering of €700,000,000 aggregate principal amount of its 0.125% Notes due 2029, €650,000,000 aggregate principal amount of its 0.500% Notes due 2033 and €650,000,000 aggregate principal amount of its 1.000% Notes due 2041 (collectively, the “Notes”).

The offering of the Notes was 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 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 Notes, together with cash on hand, if necessary, for the purchase of certain of its outstanding euro-denominated notes (the “Tender Offer Notes”) and the payment of related accrued and unpaid interest, premiums, fees and expenses (the “Tender Offers”), the redemptions of certain of the Tender Offer Notes that remain outstanding following the consummation of the Tender Offers, if applicable, and to repay the Company’s euro-denominated Floating Rate Notes due 2021.

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.

(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.

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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 0.125% Notes due 2029.
4.5	Form of Note for 0.500% Notes due 2033.
4.6	Form of Note for 1.000% Notes due 2041.
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the 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).

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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.

	THE COCA-COLA COMPANY
	(REGISTRANT)
Date: March 9, 2021	By:	/s/ Larry M. Mark
		Name: Larry M. Mark
		Title: Vice President, Global Finance Operations

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