Coca-Cola Consolidated Announces Commencement of Tender Offer to Purchase up to $2.0 Billion in Value of its Common Stock

CHARLOTTE, N.C., May 20, 2024 (GLOBE NEWSWIRE) -- Coca-Cola Consolidated, Inc. (NASDAQ: COKE) (the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer to purchase shares of its Common Stock for an aggregate purchase price of up to $2.0 billion.

Pursuant to the tender offer, stockholders may tender all or a portion of their shares (1) at a price specified by the tendering stockholder of not less than $850 and not more than $925 per share or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, the Company will determine the lowest price within the range of prices specified above (the “purchase price”) enabling the Company to purchase up to $2.0 billion in the aggregate of its common stock. Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest, for shares tendered at prices equal to or less than the purchase price, subject to the conditions of the tender offer, including the provisions relating to proration, “odd lot” priority and conditional tenders in the event that the aggregate cost to purchase all of the shares validly tendered and not validly withdrawn at or below the purchase price exceeds $2.0 billion. These provisions are described in the Offer to Purchase and in the Letter of Transmittal relating to the tender offer that will be distributed to stockholders. All shares purchased by the Company will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders.

The Company intends to fund the tender offer using a combination of cash on hand, borrowings under our revolving credit facility, borrowings under one or more new term loan facilities and/or proceeds of an offering of senior unsecured notes.

The tender offer is not conditioned upon any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions specified in the Offer to Purchase, including a condition that the Company will have received aggregate gross proceeds from one or more new term loan facilities and/or an offering of senior unsecured notes of at least $2.5 billion (the “Financing Condition”). If the Financing Condition is not satisfied and the Company does not waive the Financing Condition, the Company may amend, terminate or extend the tender offer. The tender offer will expire at 5:00 p.m., New York City time, on June 18, 2024, unless extended or terminated by the Company. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. Stockholders wishing to tender their shares but who are unable to deliver them physically or by book-entry transfer prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the procedures set forth in the Offer to Purchase for tendering by notice of guaranteed delivery. Innisfree M&A Incorporated will serve as information agent for the tender offer, and Equiniti Trust Company, LLC is acting as the depositary for the tender offer. Rothschild & Co is acting as advisor to the Company in connection with the tender offer.