Keurig Dr Pepper Inc美股招股说明书(2025-04-30版)

$500,000,000 FLOATING RATE SENIOR NOTES DUE 2026 $500,000,000 4.350% SENIOR NOTES DUE 2028 $500,000,000 5.150% SENIOR NOTES DUE 2035 We are offering $500.0 million aggregate principal amount of Floating Rate Senior Notes due 2026 (the “Floating Rate Notes”),$500.0 million aggregate principal amount of 4.350% Senior Notes due 2028 (the “2028 Notes”), $500.0 million aggregateprincipal amount of 4.600% Senior Notes due 2030 (the “2030 Notes”) and $500.0 million aggregate principal amount of 5.150%Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Fixed Rate Notes,” andtogether with the Floating Rate Notes, the “Notes”). The Floating Rate Notes will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR (as defined herein), plus0.580%. We will pay interest on the Floating Rate Notes quarterly in arrears on February 15, May 15, August 15 and November15 of each year, commencing on August 15, 2025. Interest will accrue on the Floating Rate Notes from the date of originalissuance. The Floating Rate Notes will mature on November 15, 2026. We will pay interest on the Fixed Rate Notes semi-annually in arrears on May 15 and November 15 of each year, beginning onNovember 15, 2025. The 2028 Notes, the 2030 and the 2035 Notes will mature on May 15, 2028, May 15, 2030 and May 15,2035, respectively. We may not redeem the Floating Rate Notes prior to maturity. We may redeem either series of the Fixed Rate Notes, in whole orin part, at the applicable redemption prices set forth under “Description of the Notes—Optional Redemption.” If we experience achange of control triggering event, we may be required to offer to repurchase each series of the Notes from holders. The Notes will be fully and unconditionally guaranteed by certain of our domestic subsidiaries and all of our existing and futuresubsidiaries that guarantee any of our other indebtedness. The Notes and the Subsidiary Guarantees (as defined herein) will beeffectively junior to our secured indebtedness and the secured indebtedness of the Subsidiary Guarantors (as defined herein),respectively, in each case, to the extent of the value of the assets securing such indebtedness. The Notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our currentand future unsecured and unsubordinated indebtedness (including borrowings under the Revolving Credit Agreement (as definedherein), the Term Loan Agreement (as defined herein) and our existing senior unsecured notes). Each of the SubsidiaryGuarantees will be an unsecured and unsubordinated obligation of the Subsidiary Guarantor providing such Subsidiary Guaranteeand will rank equally in right of payment with such Subsidiary Guarantor’s current and future unsecured and unsubordinatedindebtedness (including its guarantee of the borrowings under the Revolving Credit Agreement, the Term Loan Agreement andour existing senior unsecured notes). We intend to use the net proceeds from this offering for general corporate purposes, including repayment of outstandingcommercial paper borrowings and/or certain of our outstanding senior notes. See “Use of Proceeds.” See “Risk Factors” beginning on page S-7 and in our latest Annual Report on Form 10-K which is incorporated byreference into this prospectus supplement (as such risk factors may be updated from time to time in our public filings) fora discussion of certain risks that you should consider in connection with an investment in the Notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof the securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Anyrepresentation to the contrary is a criminal offense. The Notes will not be listed on a securities exchange. Currently, there are no public markets for any series of the Notes. The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system of The Depository TrustCompany and its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about May 5, 2025. Independence Point Securities You should rely only on the information contained in or incorporated by reference in this prospectus supplement, theaccompanying prospectus or any free writing prospectus prepared by us or on our behalf. We have not, and theunderwriters have not, authorized anyone to provide you with different information. We are not, and theunderwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Youshould not assume that the information contained in this prospectus supplement or the accompanying prospectus isaccurate as of any date subsequent to the date of such information. TABLE OF CONTENTS Prospectus Supplement THE OFFERINGSUMMARY FINANCIAL INFORMATIONRISK FACTORSUSE OF PROCEEDSTHE SECURED OVERN