Monster Beverage Corporation (“Monster”) (NASDAQ: MNST) today
announced that it is amending its previously announced modified
“Dutch auction” tender offer to purchase shares of its common stock
for cash at a price per share of not less than $53.00 and not
greater than $60.00, for a maximum aggregate purchase price of up
to $3.0 billion. The tender offer commenced on May 8, 2024, and
will expire at 11:59 p.m., New York City time, on June 5, 2024,
unless extended or earlier terminated by Monster.
On May 22, 2024, Monster and certain of its subsidiaries entered
into a new credit agreement providing for a new $750 million
three-year delayed draw senior term loan A facility (the “Term
Loan”) and a new $750.0 million five-year senior revolving credit
facility (the “RCF”). The tender offer was originally conditioned
on entry into the credit agreement and at least $1.0 billion in the
aggregate being funded under the Term Loan and the RCF at least
five business days prior to the expiration of the tender offer (the
“Financing Condition”). Monster intends to borrow an aggregate of
$750.0 million under the credit agreement, and expects to use $2.25
billion in cash on hand, to consummate the tender offer. Because
Monster expects to use less than $1.0 billion in debt financing to
consummate the tender offer, Monster waives the Financing Condition
and the tender offer is no longer subject to the Financing
Condition.
Sterling Trustees LLC, which controls trusts and entities for
the benefit of certain family members of Monster’s co-CEOs Messrs.
Sacks and Schlosberg, has advised Monster that it currently intends
to tender up to an aggregate of 10,000,000 shares on behalf of such
trusts and entities, as purchase price tenders, subject to market
conditions. Hilton Schlosberg, one of Monster’s co-CEOs and a
member of the Board of Directors, has advised Monster that he
currently intends to tender up to 350,000 shares that he
beneficially owns, as purchase price tenders, subject to market
conditions. Rodney Sacks, Monster’s other co-CEO and a member of
the Board of Directors, has advised Monster that he currently
intends to tender up to 610,000 shares that he beneficially owns,
as purchase price tenders, subject to market conditions.
The tender offer is only being made pursuant to the terms and
subject to the conditions described in the Offer to Purchase, dated
May 8, 2024 (the “Offer to Purchase”), the related Letter of
Transmittal, dated May 8, 2024 (the “Letter of Transmittal”), and
certain other materials related thereto, as each may be amended and
supplemented from time to time.
Evercore Group L.L.C. and J.P. Morgan Securities LLC are acting
as dealer managers for the tender offer. D.F. King & Co., Inc.
is serving as the information agent, and Equiniti Trust Company,
LLC is acting as the depositary. The Offer to Purchase, the related
Letter of Transmittal and the other tender offer materials were
filed with the SEC, and shareholders may obtain free copies of
these documents from the SEC’s website at www.sec.gov. Shareholders
should read these materials carefully because they contain
important information, including the terms and conditions of the
tender offer. Requests for documents may also be directed to D.F.
King & Co., Inc. at (888) 605-1958 or MNST@dfking.com.
Questions regarding the tender offer may be directed to Evercore
Group L.L.C. at (888) 474-0200 or J.P. Morgan Securities LLC at
(877) 371-5947.
Although Monster has authorized the tender offer, none of the
Board of Directors, Monster, the dealer managers, the information
agent or the depositary or any of their affiliates has made, and
they are not making, any recommendation to shareholders as to
whether shareholders should tender or refrain from tendering their
shares or as to the price or prices at which shareholders may
choose to tender their shares. Monster has not authorized any
person to make any such recommendation. Shareholders must make
their own decision as to whether to tender their shares and, if so,
how many shares to tender and the price or prices at which they
will tender the shares. In doing so, shareholders should read
carefully the information in, or incorporated by reference in, the
Offer to Purchase and in the Letter of Transmittal, including the
purpose and effects of the tender offer. Shareholders are urged to
discuss their decision with their own tax advisors, financial
advisors and/or brokers.
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation or sale will be made in
any jurisdiction in which such an offer, solicitation or sale would
be unlawful, save as in compliance with the requirements of Rule
13e-4(f)(8) promulgated under the Securities Exchange Act of 1934,
as amended.
Monster Beverage Corporation
Based in Corona, California, Monster Beverage Corporation is a
holding company and conducts no operating business except through
its consolidated subsidiaries. Monster’s subsidiaries develop and
market energy drinks, including Monster Energy® drinks, Monster
Energy Ultra® energy drinks, Juice Monster® Energy + Juice energy
drinks, Java Monster® non-carbonated coffee + energy drinks, Rehab®
Monster® non-carbonated energy drinks, Monster Energy® Nitro energy
drinks, Reign® Total Body Fuel high performance energy drinks,
Reign Inferno® thermogenic fuel high performance energy drinks,
Reign Storm® total wellness energy drinks, NOS® energy drinks, Full
Throttle® energy drinks, Bang Energy® drinks, BPM® energy drinks,
BU® energy drinks, Burn® energy drinks, Gladiator® energy drinks,
Live+® energy drinks, Mother® energy drinks, Nalu® energy drinks,
Play® and Power Play® (stylized) energy drinks, Relentless® energy
drinks, Samurai® energy drinks, Ultra Energy® drinks, Predator®
energy drinks and Fury® energy drinks. Monster’s subsidiaries also
develop and market still and sparkling waters under the Monster
Tour Water® brand name. Monster’s subsidiaries also develop and
market craft beers, hard seltzers and flavored malt beverages under
a number of brands, including Jai Alai® IPA, Dale’s Pale Ale®,
Dallas Blonde®, Wild Basin® hard seltzers, The Beast Unleashed® and
Nasty Beast™ Hard Tea. For more information visit
www.monsterbevcorp.com.
Caution Concerning Forward-Looking
Statements
Certain statements made in this announcement may constitute
“forward-looking statements.” Monster cautions that these
statements are based on management’s current knowledge and
expectations and are subject to certain risks and uncertainties,
many of which are outside of the control of Monster, that could
cause actual results and events to differ materially from the
statements made herein. For a more detailed discussion of the risks
that could affect Monster’s operating results, see Monster’s
reports filed with the Securities and Exchange Commission,
including Monster’s annual report on Form 10-K for the year ended
December 31, 2023 and subsequently filed reports. Monster’s actual
results could differ materially from those contained in the
forward-looking statements, including with respect to the tender
offer.
CONTACTS:
Rodney C. Sacks Chairman and Co-Chief Executive Officer (951)
739-6200
Hilton H. Schlosberg Vice Chairman and Co-Chief Executive
Officer (951) 739-6200
Roger S. Pondel / Judy Lin PondelWilkinson Inc. (310)
279-5980
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