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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)
August 9, 2024 (August
7, 2024)
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 |
|
|
Atlanta, |
Georgia |
|
30313 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
|
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 |
3.125% Notes Due 2032 |
KO32 |
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 |
3.500% Notes Due 2044 |
KO44 |
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. ☐
U.S. Dollar-Denominated Notes Offering
On August 7, 2024, The Coca-Cola Company (the “Company”)
entered into an underwriting agreement (the “Dollar Notes Underwriting Agreement”) among the Company and Barclays Capital
Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley
& Co. LLC, as representatives of the several underwriters named therein (the “Dollar Notes Underwriters”), in connection
with the Company’s public offering (the “Dollar Notes Offering”) of $750,000,000 aggregate principal amount of its 4.650%
Notes due 2034 (the “2034 notes”), $1,500,000,000 aggregate principal amount of its 5.200% Notes due 2055 (the “2055
notes”) and $750,000,000 aggregate principal amount of its 5.400% Notes due 2064 (the “2064 notes”, and collectively
with the 2034 notes and the 2055 notes, the “Dollar Notes”). The 2064 notes constitute a further issuance of the Company’s
5.400% Notes due 2064, of which $900,000,000 aggregate principal amount was issued on May 13, 2024 (the “existing 2064 notes”).
The 2064 notes have the same CUSIP number and will trade interchangeably with the existing 2064 notes. Pursuant to the Dollar Notes Underwriting
Agreement, the Company agreed to sell the Dollar Notes to the Dollar Notes Underwriters, and the Dollar Notes Underwriters agreed to purchase
the Dollar Notes for resale. The Dollar Notes Offering is expected to close on or about August 14, 2024, subject to customary closing
conditions.
The Dollar Notes Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the
Dollar Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
Euro-Denominated Notes Offering
On August 8, 2024, the Company entered into an underwriting
agreement (the “Euro Notes Underwriting Agreement”) among the Company and the underwriters named therein (the “Euro
Notes Underwriters”) in connection with the Company’s public offering (the “Euro Notes Offering”) of €500,000,000
aggregate principal amount of its 3.375% Notes due 2037 and €500,000,000 aggregate principal amount of its 3.750% Notes due 2053
(collectively, the “Euro Notes” and, together with the Dollar Notes, the “Notes”). Pursuant to the Euro Notes
Underwriting Agreement, the Company agreed to sell the Euro Notes to the Euro Notes Underwriters, and the Euro Notes Underwriters agreed
to purchase the Euro Notes for resale. The Euro Notes Offering is expected to close on or about August 15, 2024, subject to customary
closing conditions.
The Euro Notes Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the
Euro Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The offerings of the Notes were 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 Company intends to use the net proceeds from the
offerings of the 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 and the Company’s
final contingent consideration payment in 2025 in connection with its acquisition of fairlife, LLC.
The Dollar Notes Underwriting Agreement and the Euro
Notes Underwriting Agreement are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01. | Financial
Statements and Exhibits. |
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. |
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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 |
1.1 |
Underwriting Agreement relating to the Dollar Notes, dated August 7, 2024, among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. |
1.2 |
Underwriting Agreement relating to the Euro Notes, dated August 8, 2024, among the Company and the Euro Notes Underwriters named therein. |
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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|
|
|
|
THE COCA-COLA COMPANY |
|
(REGISTRANT) |
|
|
Date:
August 9, 2024 |
By: |
/s/
ERIN MAY |
|
|
Name: |
Erin May |
|
|
Title:
|
Senior Vice President, Controller and Chief Accounting Officer |
Exhibit 1.1
Execution Version
THE COCA-COLA
COMPANY
UNDERWRITING
AGREEMENT
Atlanta, Georgia
To the Representatives named in Schedule
I hereto of
the Underwriters named in Schedule
II hereto
Ladies and Gentlemen:
The Coca-Cola
Company, a Delaware corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto
(the “Underwriters”), for whom you are acting as representatives (the “Representatives”), certain of
its debt securities (“Securities”), as identified and in an aggregate principal amount as indicated in Schedule
II hereto. The Securities will be issued under an amended and restated indenture dated as of April 26, 1988, between the Company
and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended (as such indenture may be further
amended from time to time, the “Indenture”). If the firm or firms listed in Schedule II hereto include only the firm
or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,” as used herein,
shall each be deemed to refer to such firm or firms.
1. Representations
and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section
1. Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) The
Company meets the requirements for the use of Form S-3ASR under the Securities Act of 1933, as amended (the “Act”),
and has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement
as defined in Rule 405 (the “Registration Statement”), including a related Base Prospectus. Such Registration Statement,
including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with
the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses
relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final
prospectus supplement relating to the Securities and the offering thereof in accordance with Rule 424(b). As filed, such final
prospectus supplement shall include all required information with respect to the Securities and the offering thereof and, except
to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished
to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time,
meets the requirements set forth in Rule 415(a)(1)(x).
(b) On
each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b)
and on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable
requirements of the Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the respective rules thereunder;
on such Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein not misleading; on the Effective Date and on the Closing Date, the Indenture did or will comply in all material respects
with the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules thereunder;
and, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that
the Company makes no representations, warranties or agreements as to (i) that part of the Registration Statement which shall constitute
the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted
from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection
with the preparation of the Registration Statement or the Final Prospectus (or any supplement thereto).
(c) The
terms which follow, when used in this Agreement, shall have the meanings indicated. “Effective Date” shall mean each
date that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective. “Execution
Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Base Prospectus”
shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Execution Time. “Disclosure
Package” shall mean (i) the Preliminary Prospectus used most recently prior to the Execution Time, (ii) the Issuer Free
Writing Prospectuses, if any, substantially in the form identified in Schedule III hereto, and (iii) any other Free Writing Prospectus
that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. “Preliminary
Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus which is used prior to filing of the
Final Prospectus, together with the Base Prospectus. “Free Writing Prospectus” shall mean a free writing prospectus,
as defined in Rule 405. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined
in Rule 433. “Final Prospectus” shall mean the prospectus supplement relating to the Securities that is first filed
pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus included in the Registration Statement at
the Effective Date. “Registration Statement” shall mean the registration statement referred to in paragraph (a) above,
including exhibits and financial statements, and any prospectus supplement relating to the Securities that is filed with the Commission
pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended, on each Effective Date
and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall
also mean such registration statement as so amended. “Rule 158”, “Rule 163”, “Rule 164”, “Rule
172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433,”
“Rule 456” and “Rule 457” refer to such rules or regulation under the Act. Any reference herein to the
Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act
on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus
or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus,
as the case may be, deemed to be incorporated therein by reference. “Well-Known Seasoned Issuer” shall mean a well-known
seasoned issuer as defined in Rule 405, and “electronic road show” means a road show as defined in Rule 433 that is
a written communication transmitted by graphic means prepared by or approved for use by the Company and the Representatives in
connection with the offering of the Securities.
(d) At
(i) the Execution Time and (ii) the time sales of the Securities are first made, the Disclosure Package and each electronic road
show, when taken together as a whole with the Disclosure Package, does not and will not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The preceding sentence does not apply to information contained in or omitted from
the Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through the Representatives specifically for use in connection with the preparation thereof.
(e) (i)
At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to
Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption
in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)),
the Company was or is (as the case may be) a Well-Known Seasoned Issuer. The Company agrees to pay the fees required by the Commission
relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance
with Rules 456(b) and 457(r).
(f) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with
such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible
Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is
not necessary that the Company be considered an Ineligible Issuer.
(g) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 4(b) hereto does not
include any information that conflicts with the information contained in the Registration Statement, including any document incorporated
therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing
sentence does not apply to information contained in or omitted from any Issuer Free Writing Prospectus in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of such Issuer Free Writing Prospectus.
(h) The
Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each State of the
United States of America which requires such qualification and wherein a failure to so qualify or be in good standing would have
a material adverse effect upon the operations or financial position of the Company.
(i) The
Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Disclosure Package and the Final Prospectus, will not be an “investment company” as defined in
the Investment Company Act of 1940, as amended.
(j) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company’s internal control over financial reporting was effective as of December
31, 2023, and since such date the Company has not become aware of any material weakness in its internal control over financial
reporting.
(k) (i) The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under
the Exchange Act), (ii) such disclosure controls and procedures were effective as of December 31, 2023, and (iii) since December
31, 2023, the Company has not become aware of any material deficiency in its disclosure controls and procedures.
(l) The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement,
the Preliminary Prospectus and the Final Prospectus fairly present the information called for by, and have been prepared in all
material respects in accordance with, the Commission’s rules and guidelines applicable thereto.
(m) The
Company and its directors or officers, in their capacities as such, have complied in all material respects with the provisions
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating
to loans and Sections 302 and 906 relating to certifications.
(n) The Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department.
(o) Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, to the Company’s
knowledge: (i) (x) there has been no security breach or other compromise of or relating to any of the Company’s or its subsidiaries’
information technology and computer systems, networks, hardware, software, data or equipment (collectively, “IT Systems
and Data”) and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition
that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the
Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules
and regulations of any court, arbitrator, or governmental or regulatory authority, in each case, of competent jurisdiction, or
internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection
of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case
of clause (i) above or clause (ii), individually or in the aggregate, have a material adverse effect upon the operations or financial
position of the Company; and (iii) the Company and its subsidiaries have implemented commercially reasonable backup and disaster
recovery technology.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company,
at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter’s
name in Schedule II hereto.
3. Delivery
and Payment. Delivery of and payment for the Securities shall be made at the office, on the date and at the time specified
in Schedule I hereto (or such later date not later than three business days after such specified date as the Representatives shall
designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section
8 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery
of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment
by the several Underwriters through the Representatives of the purchase price thereof to the Company by wire transfer payable
in immediately available federal funds. Delivery of the Securities shall be made through the facilities of The Depository Trust
Company unless the Representatives shall otherwise instruct.
4. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or
supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished
the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which
they reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and
any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise
the Representatives (1) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant
to Rule 424(b), (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective, (3) of any request by the Commission for any amendment of the Registration Statement
or supplement to the Final Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose
and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities
for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) The
Company will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof,
in the form approved by you and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If,
at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, the Company will (1) notify promptly the
Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (2) amend or supplement
the Disclosure Package to correct such statement or omission; and (3) supply any amendment or supplement to you in such quantities
as you may reasonably request.
(d) If,
at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then
supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary
to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act
or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject
to the second sentence of paragraph (a) of this Section 4, an amendment or supplement or new registration statement which will
correct such statement or omission or effect such compliance.
(e) As
soon as practicable, the Company will make generally available to its security holders and to the Representatives an earning statement
or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(f) The
Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including
in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any Preliminary Prospectus,
the Final Prospectus, each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.
The Company will pay the expenses of printing or other production of all documents relating to the offering.
(g) The
Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter,
severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written
consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer
Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required
to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus
containing the information contained in the final term sheet prepared and filed pursuant to Section 4(b) hereto; provided that
the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses
included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives
or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (1) it
has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and
(2) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(h) The
Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives
may designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will
arrange for the determination of the legality of the Securities for purchase by institutional investors.
(i) Until
the business day following the Closing Date, the Company will not, without the consent of the Representatives, offer, sell or
contract to sell, or announce the offering of, any debt securities covered by the Registration Statement or any other registration
statement filed under the Act.
5. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the
Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The
Registration Statement has become effective prior to the Execution Time; if filing of the Final Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner
and within the time period required by Rule 424(b); the final term sheet contemplated by Section 4(b) hereto, and any other material
required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the
applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The
Company shall have furnished to the Representatives the opinion, dated the Closing Date, in form and substance reasonably acceptable
to the Representatives, and the letter, dated the Closing Date, in form and substance reasonably acceptable to the Representatives,
of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, or such other counsel reasonably acceptable to the Representatives.
(c) The
Representatives shall have received from Alston & Bird LLP, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure
Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably
require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters.
(d) The
Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President
or any Vice President and the principal financial or accounting officer or Treasurer of the Company, dated the Closing Date, to
the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the
Final Prospectus, any supplement or amendments to the Final Prospectus, as well as each electronic road show used in connection
with the offering of the Securities, and this Agreement and that:
(i) The
representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior to the Closing Date;
(ii) No
stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Company’s knowledge, threatened; and
(iii) Since
the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any
supplement thereto), there has been no material adverse change in the condition (financial or other), earnings, business or properties
of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set
forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(e) At
the Execution Time and the Closing Date, Ernst & Young LLP shall have furnished to the Representatives a letter or letters
(which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution
Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are an independent
registered public accounting firm within the meaning of the Act and the applicable rules and regulations thereunder and covering
matters that are ordinarily covered by “comfort letters” to underwriters with respect to the financial statements
and certain financial information contained or incorporated by reference in the Registration Statement, Disclosure Package and
the Final Prospectus; provided, however, that the letter furnished on and dated as of the Closing Date shall use a “cut-off”
date no more than three business days prior to the Closing Date.
References
to the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
(f) Subsequent
to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any
amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there shall not have
been (i) any change in the capital stock (other than issuances of capital stock upon exercise of stock options, stock swaps and
stock appreciation rights which were outstanding on the date of the latest consolidated balance sheet included or incorporated
by reference in the Registration Statement, the Disclosure Package and the Final Prospectus), increase in the consolidated long-term
debt or decreases in the consolidated net assets, net current assets or shareowners’ equity of the Company or any decreases
in the consolidated net operating revenues or in the total or per share amounts of income before extraordinary items or of consolidated
net income of the Company specified in the letter or letters referred to in paragraph (e) of this Section 5 (which letter or letters
shall address any such change, increase or decreases from the corresponding amounts contained in the most recent financial statements
included in the Registration Statement, the Disclosure Package and the Final Prospectus (exclusive of any amendment thereof or
supplement thereto)) or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial
or other), earnings, business or properties of the Company and its subsidiaries the effect of which in any case referred to in
clause (i) or (ii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable
to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement (exclusive of any
amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(g) Subsequent
to the Execution Time, there shall not have been any decrease in the ratings of any of the Company’s debt securities by
Moody’s Investors Service, Inc. or Standard & Poor’s Corporation.
(h) The
Representatives shall have received from counsel satisfactory to the Representatives such opinion or opinions, dated the Closing
Date, with respect to compliance with the laws of any country, other than the United States, in whose currency Securities are
denominated, the validity of the Securities, the Prospectus and other related matters as they may require, and the Company shall
have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(i) If
indicated in Schedule I hereto as being applicable to the offering of any Securities, the Representatives shall have received
an opinion from tax counsel for the Company, satisfactory to the Representatives and dated the Closing Date, confirming their
opinion as to United States tax matters set forth in the Final Prospectus.
(j) Prior
to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents
as the Representatives may reasonably request.
If any of the
conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of
the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
6. Reimbursement
of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to
Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that
shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
7. Indemnification
and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors and officers of each
Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the
Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities
as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing
Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(b) hereto,
or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use
in connection with the preparation thereof. This indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter
severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors and officers, and each person
who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity
from the Company in Section 7(a) hereto, but only with reference to written information relating to such Underwriter furnished
to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have. The Company acknowledges that the statements set forth (A) in the last paragraph of the cover page regarding
delivery of the Securities and (B) under the heading “Underwriting”: (i) the list of Underwriters and their respective
participation in the sale of the Securities, (ii) the sentences related to concessions and reallowances and (iii) the five paragraphs
related to over-allotments, syndicate covering transactions, stabilization transactions and penalty bids constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.
(c) Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party (i) will not relieve it from
any liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party which it may have to any indemnified party otherwise than
under this Section 7. In case any such action is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to appoint counsel satisfactory to such indemnified party
to represent the indemnified party in such action; provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so
to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party will not
be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the indemnified party shall have employed separate counsel
in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall
not be liable for the expenses of more than one separate counsel (in addition to local counsel), approved by the Representatives
in the case of paragraph (a) of this Section 7, representing the indemnified parties under such paragraph (a) who are parties
to such action), (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after notice of commencement of the action or (iv) the indemnifying
party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. An indemnifying
party shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of
any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In order
to provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (a) or
(b) of this Section 7 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company
on grounds of policy or otherwise, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in connection with investigation or defending same) (collectively
“Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering
of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of
the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal
to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative
fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand
or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the
meaning of the Act shall have the same rights to contribution as such Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the preceding
sentence of this paragraph (d). Any party entitled to contribution will, promptly after receipt of notice of commencement of any
action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or
parties under this paragraph (d), notify such party or parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it
or they may have hereunder or otherwise than under this paragraph (d).
8. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its
or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in
the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate
amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation
to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter
as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the Registration Statement and Final Prospectus or in any other documents
or arrangements may be effected. As used in this Section 8 only, the “aggregate amount” of Securities shall mean the
aggregate principal amount of any Securities included in the relevant offering of Securities. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.
9. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the Securities, if prior to such time (i) there shall have been a suspension or material
limitation in trading in securities generally on the New York Stock Exchange; (ii) there shall have been a suspension or material
limitation in trading in the Company’s common stock on the New York Stock Exchange; (iii) there shall have been a general
moratorium on commercial banking activities declared by either federal or New York state authorities or a material disruption
in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have been an outbreak
or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war,
or (v) there shall have occurred any other calamity or crisis or any change in financial, political or economic conditions in
the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives
make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in
the manner contemplated by any Preliminary Prospectus or the Final Prospectus.
10. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors
or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions
of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or sent by facsimile and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company,
will be mailed, delivered or sent by facsimile and confirmed to it at One Coca-Cola Plaza, Atlanta, Georgia 30313, to the attention
of the Treasurer, with a copy to the attention of the General Counsel of the Company at the same address.
12. Patriot
Act Acknowledgment. In accordance with the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and
record information that identifies their respective clients, including the Company, which information may include the name and
address of their respective clients, as well as other information that will allow the Underwriters to properly identify their
respective clients.
13. Recognition
of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
As used
in this Section 13:
“BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. § 1841(k).
“Covered
Entity” means any of the following:
| (i) | A
“covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); |
| (ii) | A
“covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 47.3(b); or |
| (iii) | A
“covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b). |
“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.
“U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
14. Contractual
Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements,
arrangements or understanding between the parties hereto, the Company acknowledges and accepts that (i) a BRRD Liability arising
under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and (ii) a UK Bail-in
Liability of a UK Bail-in Party arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant
UK resolution authority.
Accordingly,
each party to this Agreement acknowledges, accepts, and agrees to be bound by:
(a)
the effect of the exercise of Bail-In Powers by the Relevant BRRD Resolution Authority in relation to any BRRD Liability of
any BRRD Party to this Agreement or the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any
UK Bail-in Liability of any UK Bail-in Party to this Agreement. Without limitation, such exercise may include and result in any
of the following, or some combination thereof:
(i)
the reduction of all, or a portion, of the BRRD Liability or UK Bail-in Liability, as the case may be, or outstanding amounts
due thereon;
(ii)
the conversion of all, or a portion, of the BRRD Liability or UK Bail-in Liability, as the case may be, into shares, other
securities or other obligations of a BRRD Party or UK Bail-in Party, as the case may be, or another person, and the issue to or
conferral on such other party to this Agreement of such shares, securities or obligations;
(iii)
the cancellation of the BRRD Liability or UK Bail-in Liability, as the case may be;
(iv)
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due,
including by suspending payment for a temporary period; and
(b)
the variation of the terms of this Agreement, as deemed necessary by the Relevant BRRD Resolution Authority or UK resolution
authority, as the case may be, to give effect to the exercise of Bail-in Powers by the Relevant BRRD Resolution Authority or UK
Bail-in Powers by the UK resolution authority.
(c) As used in this Section 14,
“Bail-in
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation
Schedule from time to time.
“Bail-in
Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the
relevant Bail-in Legislation.
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD
Liability” means a liability owed to another party under this Agreement in respect of which the relevant Write Down and
Conversion Powers in the applicable Bail-in Legislation may be exercised.
“BRRD
Party” means any party subject to Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
institutions and investment firms.
“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
“Relevant
BRRD Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the BRRD Party.
“UK
Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise
than through liquidation, administration or other insolvency proceedings).
“UK
Bail-in Liability” means a liability owed to another party under this Agreement in respect of which the UK Bail-in Powers
may be exercised.
“UK
Bail-in Party” means an entity in respect of which the UK Bail-in Powers may be exercised.
“UK
Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person
that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a
liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability
into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is
to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
15. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.
16. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through
which they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company
and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering
is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for
making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently
advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such
transaction or the process leading thereto.
17. Integration.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
18. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
19. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including
any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309),
as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
20. Headings. The section
headings used herein are for convenience only and shall not affect the construction hereof.
If the foregoing
is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters.
[Signatures Continue
on Following Pages]
|
Very truly yours, |
|
|
|
|
THE COCA-COLA COMPANY |
|
|
|
|
By: |
/s/ Stacy Apter |
|
Name: |
Stacy Apter |
|
Title: |
Senior Vice President and Treasurer, Head
of Corporate Finance |
|
|
|
|
By: |
/s/ Erin May |
|
Name: |
Erin May |
|
Title: |
Senior Vice President, Controller and Chief
Accounting Officer |
[Signatures Continue
on Following Pages]
[Signature Page to Underwriting Agreement]
The foregoing Agreement
is hereby confirmed
and accepted as of the date specified in
Schedule I hereto.
BARCLAYS CAPITAL INC. |
|
|
|
|
By: |
/s/ Barbara Mariniello |
|
Name: |
Barbara Mariniello |
|
Title: |
Managing Director |
|
|
|
|
BOFA SECURITIES, INC. |
|
|
|
|
By: |
/s/ Christopher Cote |
|
Name: |
Christopher Cote |
|
Title: |
Managing Director |
|
|
|
|
CITIGROUP GLOBAL MARKETS INC. |
|
|
|
|
By: |
/s/ Adam D. Bordner |
|
Name: |
Adam D. Bordner |
|
Title: |
Managing Director |
|
|
|
|
DEUTSCHE BANK SECURITIES INC. |
|
|
|
|
By: |
/s/ Matthew J. Siracuse |
|
Name: |
Matthew J. Siracuse |
|
Title: |
Managing Director / Debt Syndicate |
|
|
|
|
By: |
/s/ Thomas Short |
|
Name: |
Thomas Short |
|
Title: |
Managing Director / Debt Syndicate |
|
|
|
|
GOLDMAN SACHS & CO. LLC |
|
|
|
|
By: |
/s/ George Graf von Waldersee |
|
Name: |
George Graf von Waldersee |
|
Title: |
Managing Director |
|
|
|
|
[Signature Page to Underwriting Agreement]
MORGAN STANLEY & CO. LLC |
|
|
|
|
By: |
/s/ Aisha Farman |
|
Name: |
Aisha Farman |
|
Title: |
Vice President |
|
|
|
|
For itself/themselves and
the other several
Underwriters, if any, named in Schedule II to
the foregoing Agreement.
[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriting Agreement dated: August
7, 2024
Registration Statement No(s): 333-268053
Representatives: |
Barclays
Capital Inc.
745
Seventh Avenue
New York, NY 10019
|
|
|
|
BofA Securities,
Inc.
One Bryant Park
New York, NY 10036
|
|
|
|
Citigroup Global
Markets Inc.
388 Greenwich
Street
New York,
NY 10013
|
|
|
|
Deutsche Bank Securities
Inc.
1 Columbus Circle
New York, NY 10019
|
|
|
|
Goldman Sachs &
Co. LLC
200 West Street
New York, NY 10282-2198
|
|
|
|
Morgan Stanley
& Co. LLC
1585 Broadway
New York, NY 10036
|
SECURITIES
Title: |
4.650%
Notes due 2034
5.200% Notes due 2055
5.400% Notes due 2064 |
|
|
Principal Amount: |
$750,000,000
of 2034 Notes
$1,500,000,000 of 2055 Notes
$750,000,000 of 2064 Notes |
|
|
Listing: |
No |
|
|
Interest Rate: |
4.650%
for 2034 Notes
5.200% for 2055 Notes
5.400% for 2064 Notes |
|
|
Interest Payment Dates: |
Semi-annually
on February 14 and August 14, commencing February 14, 2025 for 2034 Notes
Semi-annually on January
14 and July 14, commencing January 14, 2025 for 2055 Notes
Semi-annually on May 13 and
November 13, commencing November 13, 2024 for 2064 Notes |
|
|
Day Count Convention: |
30/360 for the 2034 Notes, the 2055 Notes,
and the 2064 Notes |
|
|
Maturity Date: |
August
14, 2034 for 2034 Notes
January 14, 2055 for 2055
Notes
May 13, 2064 for 2064 Notes |
|
|
Currency of Denomination: |
U.S. Dollars |
|
|
Currency of Payment: |
U.S. Dollars |
|
|
Form and Denomination: |
Book-entry only form represented by one
or more global securities deposited with The Depository Trust Company or its designated custodian. Denominations of $2,000
and integral multiples of $1,000 in excess thereof. |
|
|
Sinking fund provisions: |
None. |
|
|
Redemption provisions: |
Prior to May 14, 2034 (three months prior
to the maturity date (the “2034 Par Call Date”)) with respect to the 2034 Notes, prior to July 14, 2054 (six months
prior to the maturity date (the “2055 Par Call Date”)) with respect to the 2055 Notes and prior to November 13,
2063 (six months prior to the maturity date (the “2064 Par Call Date” and, together with the 2034 Par Call Date
and the 2055 Par Call Date, each a “Par Call Date”)) with respect to the 2064 Notes, we may, at our option, redeem
the notes of the applicable series, in whole or in part, at any time and from time to time, at a redemption price (as determined
by us, 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 applicable series of notes to be redeemed; and |
| · | (a) the sum of the present
values of the remaining scheduled payments of principal and interest on the applicable series of notes to be redeemed discounted
to the redemption date (assuming the notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the applicable Treasury Rate plus 15 basis points in the case of the 2034 Notes, 15
basis points in the case of the 2055 Notes and 15 basis points in the case of the 2064 Notes less (b) accrued and unpaid interest
thereon to, but excluding, the applicable redemption date; |
|
plus, in either case, accrued and unpaid
interest thereon to, but excluding, the applicable redemption date. |
|
|
|
On or after the 2034 Par Call Date with
respect to the 2034 Notes, the 2055 Par Call Date with respect to the 2055 Notes and the 2064 Par Call Date with respect to
the 2064 Notes, we may, at our option, redeem the notes of such series, 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 applicable series of notes to be redeemed, plus accrued
and unpaid interest thereon to, but excluding, the applicable redemption date. |
|
|
Purchase price: |
$746,385,000
for 2034 Notes
$1,485,570,000 for 2055 Notes
$748,755,000 for 2064 Notes
(plus accrued interest from and including May 13, 2024 to but excluding the Closing Date in the amount of $10,237,500) |
|
|
Expected reoffering price: |
99.968%
for 2034 Notes
99.913% for 2055 Notes
100.709% for 2064 Notes |
|
|
Tax Opinion pursuant to Section 5(i): |
Yes |
|
|
The Closing will take place at or
about 9:00 AM, New York City time, on August 14, 2024.
SCHEDULE II
UNDERWRITERS | |
PRINCIPAL AMOUNT OF 2034 NOTES | | |
PRINCIPAL AMOUNT OF 2055 NOTES | | |
PRINCIPAL AMOUNT OF 2064 NOTES | |
Barclays Capital Inc. | |
$ | 108,125,000 | | |
$ | 216,250,000 | | |
$ | 108,125,000 | |
BofA Securities, Inc. | |
$ | 108,125,000 | | |
$ | 216,250,000 | | |
$ | 108,125,000 | |
Citigroup Global Markets Inc. | |
$ | 108,125,000 | | |
$ | 216,250,000 | | |
$ | 108,125,000 | |
Deutsche Bank Securities Inc. | |
$ | 108,125,000 | | |
$ | 216,250,000 | | |
$ | 108,125,000 | |
Goldman Sachs & Co. LLC | |
$ | 108,125,000 | | |
$ | 216,250,000 | | |
$ | 108,125,000 | |
Morgan Stanley & Co. LLC | |
$ | 108,125,000 | | |
$ | 216,250,000 | | |
$ | 108,125,000 | |
J.P. Morgan Securities LLC | |
$ | 18,750,000 | | |
$ | 37,500,000 | | |
$ | 18,750,000 | |
Santander US Capital Markets LLC | |
$ | 18,750,000 | | |
$ | 37,500,000 | | |
$ | 18,750,000 | |
Wells Fargo Securities, LLC | |
$ | 18,750,000 | | |
$ | 37,500,000 | | |
$ | 18,750,000 | |
Guzman & Company | |
$ | 11,250,000 | | |
$ | 22,500,000 | | |
$ | 11,250,000 | |
Loop Capital Markets LLC | |
$ | 11,250,000 | | |
$ | 22,500,000 | | |
$ | 11,250,000 | |
Mischler Financial Group, Inc. | |
$ | 11,250,000 | | |
$ | 22,500,000 | | |
$ | 11,250,000 | |
Stern Brothers & Co. | |
$ | 11,250,000 | | |
$ | 22,500,000 | | |
$ | 11,250,000 | |
| |
| | | |
| | | |
| | |
Total | |
$ | 750,000,000 | | |
$ | 1,500,000,000 | | |
$ | 750,000,000 | |
| |
| | | |
| | | |
| | |
SCHEDULE III
Free Writing
Prospectuses
Final Term
Sheet prepared and filed pursuant
to Section
4(b) of the Underwriting Agreement
Exhibit 1.2
Execution
Version
THE
COCA-COLA COMPANY
UNDERWRITING
AGREEMENT
Atlanta, Georgia
To the Representatives named in Schedule
I hereto of
the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
The Coca-Cola Company,
a Delaware corporation (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”),
for whom you are acting as representatives (the “Representatives”), certain of its debt securities (“Securities”),
as identified and in an aggregate principal amount as indicated in Schedule II hereto. The Securities will be issued under an amended
and restated indenture dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”),
as amended (as such indenture may be further amended from time to time, the “Indenture”). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives,”
as used herein, shall each be deemed to refer to such firm or firms.
1. Representations
and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section
1. Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) The
Company meets the requirements for the use of Form S-3ASR under the Securities Act of 1933, as amended (the “Act”), and has
filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement as defined
in Rule 405 (the “Registration Statement”), including a related Base Prospectus. Such Registration Statement, including any
amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the Commission, as
part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses relating to the Securities,
each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating
to the Securities and the offering thereof in accordance with Rule 424(b). As filed, such final prospectus supplement shall include all
required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree
in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained
in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included
or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On
each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and
on the Closing Date, the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements
of the Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the respective rules thereunder; on such Effective
Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the
Effective Date and on the Closing Date, the Indenture did or will comply in all material respects with the requirements of the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules thereunder; and, on the date of any filing pursuant
to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company makes no representations, warranties or agreements as
to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture
Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement
thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through
the Representatives specifically for use in connection with the preparation of the Registration Statement or the Final Prospectus (or
any supplement thereto).
(c) The
terms which follow, when used in this Agreement, shall have the meanings indicated. “Effective Date” shall mean each date
that the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective. “Execution Time”
shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Base Prospectus” shall
mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Execution Time. “Disclosure
Package” shall mean (i) the Preliminary Prospectus used most recently prior to the Execution Time, (ii) the Issuer Free Writing
Prospectuses, if any, substantially in the form identified in Schedule III hereto, and (iii) any other Free Writing Prospectus that the
parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. “Preliminary Prospectus”
shall mean any preliminary prospectus supplement to the Base Prospectus which is used prior to filing of the Final Prospectus, together
with the Base Prospectus. “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405. “Issuer
Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433. “Final Prospectus” shall
mean the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together
with the Base Prospectus included in the Registration Statement at the Effective Date. “Registration Statement” shall mean
the registration statement referred to in paragraph (a) above, including exhibits and financial statements, and any prospectus supplement
relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant
to Rule 430B, as amended, on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. “Rule 158”, “Rule
163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule
430B”, “Rule 433”, “Rule 456” and “Rule 457” refer to such rules or regulation under the Act.
Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under
the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary
Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment”
or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final
Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may
be, deemed to be incorporated therein by reference. “Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer
as defined in Rule 405, and “electronic road show” means a road show as defined in Rule 433 that is a written communication
transmitted by graphic means prepared by or approved for use by the Company and the Representatives in connection with the offering of
the Securities.
(d) At
(i) the Execution Time and (ii) the time sales of the Securities are first made, the Disclosure Package and each electronic road show,
when taken together as a whole with the Disclosure Package, does not and will not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding sentence does not apply to information contained in or omitted from the Disclosure Package in
reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof.
(e) (i)
At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying
with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections
13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the
meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and
(iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or
is (as the case may be) a Well-Known Seasoned Issuer. The Company agrees to pay the fees required by the Commission relating to the Securities
within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(f)
(i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made
a bona fide offer (within the meaning of Rule 164(h)(2)) of the
Securities and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)),
the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission
pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
(g)
Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 4(b) hereto does not include
any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein
by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence
does not apply to information contained in or omitted from any Issuer Free Writing Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in
connection with the preparation of such Issuer Free Writing Prospectus.
(h)
The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each State of
the United States of America which requires such qualification and wherein a failure to so qualify or be in good standing would have
a material adverse effect upon the operations or financial position of the Company.
(i)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Disclosure Package and the Final Prospectus, will not be an “investment company” as defined in the Investment
Company Act of 1940, as amended.
(j)
The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company’s internal control over financial reporting was effective as of December 31, 2023, and since such
date the Company has not become aware of any material weakness in its internal control over financial reporting.
(k)
(i) The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the
Exchange Act), (ii) such disclosure controls and procedures were effective as of December 31, 2023, and (iii) since December 31, 2023,
the Company has not become aware of any material deficiency in its disclosure controls and procedures.
(l)
The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Preliminary
Prospectus and the Final Prospectus fairly present the information called for by, and have been prepared in all material respects in
accordance with, the Commission’s rules and guidelines applicable thereto.
(m)
The Company and its directors or officers, in their capacities as such, have complied in all material respects with the provisions
of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to
loans and Sections 302 and 906 relating to certifications.
(n)
The Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.
(o)
Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, to the Company’s knowledge:
(i) (x) there has been no security breach or other compromise of or relating to any of the Company’s or its subsidiaries’
information technology and computer systems, networks, hardware, software, data or equipment (collectively, “IT Systems and Data”)
and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably
be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Company and its subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court, arbitrator,
or governmental or regulatory authority, in each case, of competent jurisdiction, or internal policies and contractual obligations relating
to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, in the case of clause (i) above or clause (ii), individually or in the aggregate, have a material
adverse effect upon the operations or financial position of the Company; and (iii) the Company and its subsidiaries have implemented
commercially reasonable backup and disaster recovery technology.
The representation and
warranty given in subclause (n) shall not be made to the Underwriters to the extent that it would result in a violation of (i) council regulation
(EC) No 2271/1996 (EU blocking regulation) or (ii) any similar
applicable anti-boycott law or regulation in the United Kingdom, as amended from time to time.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at
the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter’s
name in Schedule II hereto.
3. Delivery
and Payment.
(a)
Delivery of and payment for the Securities shall be made at the office, on the date and at the time specified in
Schedule I hereto (or such later date not later than three business days after such specified date as the Representatives shall
designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section
8 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). The
Securities shall be registered in the name of Deutsche Bank Trust Company Americas, as nominee of Deutsche Bank AG, London Branch,
as common depositary (the “Common Depositary”) for Clearstream Banking, société anonyme
(“Clearstream”) and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Payment for
the Securities shall be made by or on behalf of the Underwriters in immediately available funds to the Common Depositary, for the
account of the Company, against delivery to the Common Depositary, for the respective accounts of the several Underwriters, of the
Securities, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company.
(b)
The Settlement Lead Manager acknowledges that the Securities will initially be credited to an account (the “Commissionaire
Account”) for the benefit of the Settlement Lead Manager, the terms of which Commissionaire Account include a third-party beneficiary
clause (‘stipulation pour autrui’) with the Company as a third-party beneficiary and provide that such Securities are to
be delivered to others only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery
against payment basis. The Settlement Lead Manager acknowledges that (i) the Securities shall be held to the order of the Company as
set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf of
the Company until such time as they are transferred to the Company’s order. The Settlement Lead Manager undertakes that the net
subscription monies for the Securities will be transferred to the Company’s order promptly following receipt of such monies in
the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation
pour autrui’) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.
4. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior
to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement
(including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished the Representatives
a copy for their review prior to filing and will not file any such proposed amendment or supplement to which they reasonably object.
Subject to the foregoing sentence, the Company will cause the Final Prospectus, properly completed, and any supplement thereto to be
filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (1) when the Final Prospectus,
and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (2) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (3) of any request
by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information,
(4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution
or threatening of any proceeding for that purpose and (5) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose.
The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) The
Company will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in
the form approved by you and will file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If,
at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, the Company will (1) notify promptly the Representatives
so that any use of the Disclosure Package may cease until it is amended or supplemented; (2) amend or supplement the Disclosure Package
to correct such statement or omission; and (3) supply any amendment or supplement to you in such quantities as you may reasonably request.
(d) If,
at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where
such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in
the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration
Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare and file with the Commission, subject to the second sentence of paragraph (a) of
this Section 4, an amendment or supplement or new registration statement which will correct such statement or omission or effect such
compliance.
(e) As
soon as practicable, the Company will make generally available to its security holders and to the Representatives an earning statement
or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(f) The
Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), as many copies of any Preliminary Prospectus, the Final Prospectus, each
Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses
of printing or other production of all documents relating to the offering.
(g) The
Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally
and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of
the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company
with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the information contained
in the final term sheet prepared and filed pursuant to Section 4(b) hereto; provided that the prior written consent of the parties hereto
shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road
show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted
Free Writing Prospectus.” The Company agrees that (1) it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus and (2) it has complied and will comply, as the case may be, with the requirements of
Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending
and record keeping.
(h) The
Company will arrange for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may
designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will arrange for
the determination of the legality of the Securities for purchase by institutional investors.
(i) Until
the business day following the Closing Date, the Company will not, without the consent of the Representatives, offer, sell or contract
to sell, or announce the offering of, any debt securities covered by the Registration Statement or any other registration statement filed
under the Act.
(j) The
Company will cooperate with the Underwriters in arranging for the Securities to be eligible for clearance and settlement through Clearstream
and Euroclear.
(k) The
Company will use its reasonable best efforts to cause the Securities to be listed for trading on the New York Stock Exchange as promptly
as practicable after the date hereof.
5. Conditions
to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing
Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional conditions:
(a) The
Registration Statement has become effective prior to the Execution Time; if filing of the Final Prospectus, or any supplement thereto,
is required pursuant to Rule 424(b), the Final Prospectus, and any such supplement, shall have been filed in the manner and within the
time period required by Rule 424(b); the final term sheet contemplated by Section 4(b) hereto, and any other material required to be
filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods
prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The
Company shall have furnished to the Representatives the opinion, dated the Closing Date, in form and substance reasonably acceptable
to the Representatives, and the letter, dated the Closing Date, in form and substance reasonably acceptable to the Representatives, of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, or such other counsel reasonably acceptable to the Representatives.
(c) The
Representatives shall have received from Alston & Bird LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing
Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the
Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and
the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass
upon such matters.
(d) The
Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President
or any Vice President and the principal financial or accounting officer or Treasurer of the Company, dated the Closing Date, to the effect
that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus,
any supplement or amendments to the Final Prospectus, as well as each electronic road show used in connection with the offering of the
Securities, and this Agreement and that:
(i) The
representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing
Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the Closing Date;
(ii) No
stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted
or, to the Company’s knowledge, threatened; and
(iii) Since
the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company
and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated
in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).
(e) At
the Execution Time and the Closing Date, Ernst & Young LLP shall have furnished to the Representatives a letter or letters (which
may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as
of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are an independent registered public
accounting firm within the meaning of the Act and the applicable rules and regulations thereunder and covering matters that are ordinarily
covered by “comfort letters” to underwriters with respect to the financial statements and certain financial information contained
or incorporated by reference in the Registration Statement, Disclosure Package and the Final Prospectus; provided, however, that the
letter furnished on and dated as of the Closing Date shall use a “cut-off” date no more than three business days prior to
the Closing Date.
References to
the Final Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
(f) Subsequent
to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment
thereof), the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change
in the capital stock (other than issuances of capital stock upon exercise of stock options, stock swaps and stock appreciation rights
which were outstanding on the date of the latest consolidated balance sheet included or incorporated by reference in the Registration
Statement, the Disclosure Package and the Final Prospectus), increase in the consolidated long-term debt or decreases in the consolidated
net assets, net current assets or shareowners’ equity of the Company or any decreases in the consolidated net operating revenues
or in the total or per share amounts of income before extraordinary items or of consolidated net income of the Company specified in the
letter or letters referred to in paragraph (e) of this Section 5 (which letter or letters shall address any such change, increase or
decreases from the corresponding amounts contained in the most recent financial statements included in the Registration Statement, the
Disclosure Package and the Final Prospectus (exclusive of any amendment thereof or supplement thereto)) or (ii) any change, or any development
involving a prospective change, in or affecting the condition (financial or other), earnings, business or properties of the Company and
its subsidiaries the effect of which in any case referred to in clause (i) or (ii) above, is, in the judgment of the Representatives,
so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated
by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any
supplement thereto).
(g) Subsequent
to the Execution Time, there shall not have been any decrease in the ratings of any of the Company’s debt securities by Moody’s
Investors Service, Inc. or Standard & Poor’s Corporation.
(h) The
Securities shall be eligible for clearance and settlement through Clearstream and Euroclear.
(i) The
Company shall have applied to list the Securities on the New York Stock Exchange, and satisfactory evidence of such action shall have
been provided to the Representatives.
(j) The
Representatives shall have received from counsel, satisfactory to the Representatives, such opinion or opinions, dated the Closing Date,
with respect to compliance with the laws of any country, other than the United States, in whose currency Securities are denominated,
the validity of the Securities, the Prospectus and other related matters as they may require, and the Company shall have furnished to
such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(k) If
indicated in Schedule I hereto as being applicable to the offering of any Securities, the Representatives shall have received an opinion
from tax counsel for the Company, satisfactory to the Representatives and dated the Closing Date, confirming their opinion as to United
States tax matters set forth in the Final Prospectus.
(l) Prior
to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as
the Representatives may reasonably request.
If any of the conditions
specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory
in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may
be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or facsimile confirmed in writing.
6. Reimbursement
of Underwriters’ Expenses. (a) If the sale of the Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section
9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally
upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Securities. Otherwise, the Underwriters shall pay their own expenses on
a pro rata basis in accordance with the amount of Securities purchased by such Underwriter as set forth on Schedule II, including the
fees and disbursements of their counsel.
(b) Each
Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion
that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule II bears to the aggregate principal
amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro
Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each
Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses to the account of such Underwriter for
settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but
in any case no later than 90 days following the Closing Date.
7. Indemnification
and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors and officers of each
Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange
Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under
the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in
any amendment thereof, or in any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information
contained in the final term sheet required to be prepared and filed pursuant to Section 4(b) hereto, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein
in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation thereof. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) Each
Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors and officers, and each
person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity
from the Company in Section 7(a) hereto, but only with reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives specifically for use in the preparation of the documents referred
to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have.
The Company acknowledges that the statements set forth (A) in the last paragraph of the cover page regarding delivery of the Securities
and (B) under the heading “Underwriting”: (i) the list of Underwriters and their respective participation in the sale of
the Securities and (ii) the five paragraphs related to over-allotments, syndicate covering transactions, stabilization transactions and
penalty bids constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents
referred to in the foregoing indemnity.
(c) Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing
of the commencement thereof; but the omission so to notify the indemnifying party (i) will not relieve it from any liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party which it may have to any indemnified party otherwise than under this Section 7. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled
to appoint counsel satisfactory to such indemnified party to represent the indemnified party in such action; provided, however, that
if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to defend
such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party
of its election so to appoint counsel to defend such action and approval by the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the indemnified party shall have employed separate counsel in accordance
with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel (in addition to local counsel), approved by the Representatives in the case of paragraph (a)
of this Section 7, representing the indemnified parties under such paragraph (a) who are parties to such action), (iii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iv) the indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party. An indemnifying party shall not, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual
or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding.
(d) In
order to provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (a) or (b)
of this Section 7 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company on grounds
of policy or otherwise, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigation or defending same) (collectively “Losses”) to
which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities; provided, however,
that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased
by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company
and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed
to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters
shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final
Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the
one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of the Act shall have the
same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the preceding sentence of this paragraph (d). Any party entitled
to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect
of which a claim for contribution may be made against another party or parties under this paragraph (d), notify such party or parties
from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from
whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this paragraph (d).
8. Default
by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions
which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth
opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting
Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or
the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such
period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement
and Final Prospectus or in any other documents or arrangements may be effected. As used in this Section 8 only, the “aggregate
amount” of Securities shall mean the aggregate principal amount of any Securities included in the relevant offering of Securities.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
9. Termination.
This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time (i) there shall have been a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) there shall have been a suspension or material limitation in trading
in the Company’s common stock on the New York Stock Exchange; (iii) there shall have been a general moratorium on commercial banking
activities declared by either federal or New York state or European Union authorities or a material disruption in commercial banking
or securities settlement or clearance services in the United States or Europe; (iv) there shall have been an outbreak or escalation of
hostilities involving the United States, the European Union or the United Kingdom or the declaration by the United States, the European
Union or the United Kingdom of a national emergency or war, or (v) there shall have occurred any other calamity or crisis or any change
in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause
(iv) or (v) in the judgment of the Representatives make it impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities on the terms and in the manner contemplated by any Preliminary Prospectus or the Final Prospectus.
10. Representations
and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and
7 hereof shall survive the termination or cancellation of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered
or sent by facsimile and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or sent by facsimile and confirmed to it at One Coca-Cola Plaza, Atlanta, Georgia 30313, to the attention of the Treasurer,
with a copy to the attention of the General Counsel of the Company at the same address.
12. Patriot
Act Acknowledgment. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients,
including the Company, which information may include the name and address of their respective clients, as well as other information that
will allow the Underwriters to properly identify their respective clients.
13. Agreement
Among Managers. The Underwriters agree as between themselves that they will be bound by and will comply with the International
Capital Market Association Agreement Among Managers Version 1 (Fixed-Price Non Equity-Related Issues)/New York Law Schedule (the “Agreement
Among Managers”) as amended in the manner set out as follows: For purposes of the Agreement Among Managers, “Managers”
means the Underwriters and the Representatives shall be joint “Lead Managers”, “Settlement Lead Manager” and
“Stabilizing Manager” mean J.P. Morgan Securities plc, and “Subscription Agreement” means this Agreement.
Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 8 of this Agreement. The Agreement
Among Managers is further amended to provide that each of the Representatives agrees that it, each of its affiliates participating in
the offering of the Securities as an underwriter and each controlling person of it and each such participating affiliate are bound by
the Agreement Regarding Oral Due Diligence currently in effect between such Representative and Ernst & Young LLP as the accounting
firm that participates in oral due diligence in the offering of the Securities (a copy of which agreement is attached hereto as Exhibit
A). In the event of any conflict between the provisions of the Agreement Among Managers and this Agreement, the terms of this Agreement
shall prevail.
14. Stabilization.
The Company hereby authorizes the Stabilizing Manager to make adequate public disclosure regarding stabilization of the information required
in relation to such stabilization by Regulation (EU) No 596/2014. The Stabilizing Manager for its own account may, to the extent permitted
by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Securities at
a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent
of the Company and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be
beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on
behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so
as to require the Company to issue in excess of the aggregate principal amount of Securities specified in Schedule II hereto. Such stabilization,
if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws
and directives.
15. Contractual
Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements,
arrangements or understanding between the parties hereto, the Company acknowledges and accepts that (i) a BRRD Liability arising under
this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority and (ii) a UK Bail-in Liability
of a UK Bail-in Party arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution
authority.
Accordingly, each party
to this Agreement acknowledges, accepts, and agrees to be bound by:
(a)
the effect of the exercise of Bail-In Powers by the Relevant BRRD Resolution Authority in relation to any BRRD Liability of any
BRRD Party to this Agreement or the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in
Liability of any UK Bail-in Party to this Agreement. Without limitation, such exercise may include and result in any of the following,
or some combination thereof:
(i)
the reduction of all, or a portion, of the BRRD Liability or UK Bail-in Liability, as the case may be, or outstanding amounts
due thereon;
(ii)
the conversion of all, or a portion, of the BRRD Liability or UK Bail-in Liability, as the case may be, into shares, other securities
or other obligations of a BRRD Party or UK Bail-in Party, as the case may be, or another person, and the issue to or conferral on such
other party to this Agreement of such shares, securities or obligations;
(iii)
the cancellation of the BRRD Liability or UK Bail-in Liability, as the case may be;
(iv)
the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due,
including by suspending payment for a temporary period; and
(b)
the variation of the terms of this Agreement, as deemed necessary by the Relevant BRRD Resolution Authority or UK resolution authority,
as the case may be, to give effect to the exercise of Bail-in Powers by the Relevant BRRD Resolution Authority or UK Bail-in Powers by
the UK resolution authority.
(c)
As used in this Section 15:
“Bail-in Legislation”
means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the
relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers”
means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
“BRRD” means
Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“BRRD Liability”
means a liability owed to another party under this Agreement in respect of which the relevant Write Down and Conversion Powers in the
applicable Bail-in Legislation may be exercised.
“BRRD Party”
means any party subject to Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment
firms.
“EU Bail-in Legislation
Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor
person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
“Relevant BRRD
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the BRRD Party.
“UK Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or
failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration
or other insolvency proceedings).
“UK Bail-in Liability”
means a liability owed to another party under this Agreement in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Party”
means an entity in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Powers”
means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment
firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract
or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that
person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under
it or to suspend any obligation in respect of that liability.
16. Recognition
of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
As used in this Section
16:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity”
means any of the following:
| (i) | A
“covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b); |
| (ii) | A
“covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or |
| (iii) | A
“covered FSI” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 382.2(b). |
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.
“U.S. Special
Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
17. UK
MiFIR Product Governance. Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and
Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers
under the UK MiFIR Product Governance Rules:
(a)
each of Barclays Bank PLC, BNP Paribas, J.P. Morgan Securities plc, HSBC Bank plc, and MUFG Securities EMEA plc (each a “UK
Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the
responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the
target market and the proposed distribution channels as applying to the Securities and the related information set out in the Disclosure
Package in connection with the Securities; and
(b)
the Company and the Underwriters (other than the UK Manufacturers) note the application of the UK MiFIR Product Governance Rules
and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturers and the
related information set out in the Disclosure Package in connection with the Securities.
18. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.
19. No
Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement
is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through
which they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company
and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering
is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making
its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising
the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services
of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process
leading thereto.
20. Integration.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
21. Applicable
Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
22. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including
any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as
amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
23. Headings.
The section headings used herein are for convenience only and shall not affect the construction hereof.
If the foregoing is
in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter
and your acceptance shall represent a binding agreement between the Company and the several Underwriters.
[Signatures Continue
on Following Pages]
|
|
|
|
|
Very
truly yours, |
|
|
|
|
THE
COCA-COLA COMPANY |
|
|
|
|
By: |
/s/ Stacy Apter |
|
|
Name: |
Stacy Apter |
|
Title: |
Senior Vice President and Treasurer, Head of Corporate Finance |
|
|
|
|
By: |
/s/ Erin May |
|
|
Name: |
Erin May |
|
Title: |
Senior Vice President, Controller and Chief Accounting Officer |
[Signatures Continue
on Following Page]
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed
and accepted as of the date specified
in Schedule I hereto.
BARCLAYS
BANK PLC
|
|
|
By: |
/s/ Lynda Fleming |
|
Name: |
Lynda Fleming |
|
Title: |
Authorised Signatory |
|
BNP
PARIBAS
By: |
/s/ Kathryn Stewart |
|
Name: |
Kathryn Stewart |
|
Title: |
Head of Debt Capital Markets, Australia |
|
|
|
|
By: |
/s/ David Goyon |
|
Name: |
David Goyon |
|
Title: |
Chief Operating Officer, BNP Paribas, Australia |
|
J.P.
MORGAN SECURITIES PLC
|
|
|
By: |
/s/ Robert Chambers |
|
Name: |
Robert Chambers |
|
Title: |
Executive Director |
|
HSBC
Bank plc
|
|
|
By: |
/s/ Karl Allen |
|
Name: |
Karl Allen |
|
Title: |
Managing Associate General Counsel |
|
MUFG
Securities EMEA plc
|
|
|
By: |
/s/ Nilupul De Silva |
|
Name: |
Nilupul De Silva |
|
Title: |
Authorised Signatory |
|
[Signature Page to Underwriting Agreement]
Standard
Chartered Bank
|
|
|
By: |
/s/ Rajan Bagri |
|
Name: |
Rajan Bagri |
|
Title: |
Managing Director, Debt Capital Markets |
|
Academy
Securities, Inc.
|
|
|
By: |
/s/ Michael Boyd |
|
Name: |
Michael Boyd |
|
Title: |
Chief Compliance Officer |
|
Samuel
A. Ramirez & Company, Inc.
|
|
|
By: |
/s/ Lawrence F. Goldman |
|
Name: |
Lawrence F. Goldman |
|
Title: |
Managing Director |
|
[Signature Page to Underwriting Agreement]
SCHEDULE
I
Underwriting Agreement dated: August 8,
2024
Registration Statement No(s): 333-268053
Representatives:
Barclays Bank
PLC
1 Churchill
Place
London E14 5HP
United Kingdom
BNP Paribas
16, Boulevard des Italiens
75009 - Paris
France
J.P. Morgan Securities
plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
MUFG Securities EMEA
plc
Ropemaker Place
25 Ropemaker Street
London EC2Y 9AJ
United Kingdom
Attention: Legal –
Primary Markets
Standard Chartered Bank
1 Basinghall Avenue
London EC2V 5DD
United Kingdom
Academy Securities,
Inc.
622 Third Avenue 12th
Floor
New York, New York 10017
United States
Samuel A. Ramirez &
Company, Inc.
61 Broadway 29th Floor
New York, New York 10006
United States
SECURITIES
|
|
|
|
Title: |
|
3.375%
Notes due 2037 |
|
|
3.750%
Notes due 2053 |
|
|
|
Principal
Amount: |
|
€500,000,000
of 2037 Notes |
|
|
€500,000,000
of 2053 Notes |
|
|
|
Listing: |
|
The Coca-Cola Company intends to apply
to list all of the Notes on the New York Stock Exchange. |
|
|
|
Interest
Rate: |
|
3.375%
for 2037 Notes |
|
|
3.750%
for 2053 Notes |
|
|
|
Interest
Payment Dates: |
|
Annually
on August 15, commencing August 15, 2025 |
|
|
|
Day
Count Convention: |
|
Actual/Actual
(ICMA) for 2037 Notes and 2053 Notes |
|
|
|
Maturity: |
|
August
15, 2037 for 2037 Notes |
|
|
August
15, 2053 for 2053 Notes |
|
|
|
Currency
of Denomination: |
|
Euro
(€) |
|
|
|
Currency
of Payment: |
|
Euro
(€) |
|
|
|
Form
and Denomination: |
|
Book-entry
only form represented by one or more global securities deposited with a common depositary for Clearstream Banking, société
anonyme and Euroclear Bank S.A./N.V., as operator of the Euroclear System. Denominations of €100,000 and integral multiples
of €1,000 in excess thereof. |
|
|
|
Stabilization: |
|
Stabilization/FCA. |
|
|
|
Sinking
Fund Provisions: |
|
None. |
|
|
|
Redemption
Provisions: |
|
Prior
to May 15, 2037 (three months prior to the maturity date (the “2037 Par Call Date”)) with respect to the 2037 Notes and
prior to February 15, 2053 (six months prior to the maturity date (the “2053 Par Call Date” and, together with the 2037
Par Call Date, each a “Par Call Date”)) with respect to the 2053 Notes, we may, at our option, redeem the notes of the
applicable series, in whole or in part, at any time and from time to time, at a redemption price (as determined by us, 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 applicable series of notes to be redeemed; and |
|
|
|
|
|
|
· |
(a)
the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of notes to
be redeemed discounted to the redemption date (assuming the notes matured on the applicable Par Call Date) on an annual basis (ACTUAL/ACTUAL
(ICMA)) at the applicable comparable government bond rate plus 20 basis points in the case of the 2037 Notes and 20 basis points
in the case of the 2053 Notes less (b) accrued and unpaid interest thereon to, but excluding, the applicable redemption date; |
|
|
plus,
in either case, accrued and unpaid interest thereon to, but excluding, the applicable redemption date. |
|
|
|
|
|
|
Neither
the Trustee nor the paying agent shall have any responsibility for any calculation of the redemption price. |
|
|
|
|
|
|
On
or after the 2037 Par Call Date with respect to the 2037 Notes and the 2053 Par Call Date with respect to the 2053 Notes, we may,
at our option, redeem the notes of such series, 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 applicable series of notes to be redeemed, plus accrued and unpaid interest thereon to, but
excluding, the applicable redemption date. |
|
|
|
|
|
|
The
2037 Notes and 2053 Notes are redeemable upon the occurrence of specified tax events described under the caption “Description
of Notes—Redemption for Tax Reasons” in the Prospectus Supplement. |
|
|
|
|
Purchase
price (include accrued interest or amortization, if any): |
|
€492,135,000 for 2037 Notes
€487,945,000
for 2053 Notes |
|
|
|
Expected
reoffering price: |
|
98.927% for 2037 Notes
98.339%
for 2053 Notes |
|
|
|
Tax
Opinion pursuant to Section 5(k): |
|
Yes |
|
|
|
|
The
Closing will take place at or about 10:00 AM, London time, on August 15, 2024. |
ISIN/Common
Codes/CUSIP: |
|
2037
Notes: XS2874154946 / 287415494 / 191216 DW7 |
|
|
2053
Notes: XS2874157295 / 287415729 / 191216 DX5 |
|
|
|
MiFID
II Target Market and PRIIPS and UK MiFIR Target Market and UK PRIIPs: |
|
MiFID
II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties
and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available
to retail in EEA. |
|
|
|
|
|
UK
MiFIR professionals/ECPs-only / No UK PRIIPs KID – Manufacturer target market (UK MiFIR product governance) is eligible counterparties
and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as not available
to retail in UK. |
SCHEDULE
II
UNDERWRITERS | |
PRINCIPAL
AMOUNT OF 2037
NOTES | | |
PRINCIPAL
AMOUNT OF 2053
NOTES | |
Barclays Bank PLC | |
€ | 133,335,000.00 | | |
€ | 133,335,000.00 | |
BNP Paribas | |
€ | 133,335,000.00 | | |
€ | 133,335,000.00 | |
J.P. Morgan Securities plc | |
€ | 133,335,000.00 | | |
€ | 133,335,000.00 | |
HSBC Bank plc | |
€ | 26,665,000.00 | | |
€ | 26,665,000.00 | |
MUFG Securities EMEA plc | |
€ | 26,665,000.00 | | |
€ | 26,665,000.00 | |
Standard Chartered Bank | |
€ | 26,665,000.00 | | |
€ | 26,665,000.00 | |
Academy Securities, Inc. | |
€ | 10,000,000.00 | | |
€ | 10,000,000.00 | |
Samuel A. Ramirez & Company, Inc. | |
€ | 10,000,000.00 | | |
€ | 10,000,000.00 | |
| |
| | | |
| | |
Total | |
€ | 500,000,000 | | |
€ | 500,000,000 | |
SCHEDULE
III
Free
Writing Prospectuses
Final
Term Sheet prepared and filed pursuant
to
Section 4(b) of the Underwriting Agreement
Exhibit A
Agreement
Regarding Oral Due Diligence
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Coca Cola (NYSE:KO)
Historical Stock Chart
From Sep 2024 to Oct 2024
Coca Cola (NYSE:KO)
Historical Stock Chart
From Oct 2023 to Oct 2024