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

We are offering $500.0 million aggregate principal amount of Floating Rate Senior Notes due 2026 (the “Floating Rate Notes”), $500.0 million aggregateprincipal amount of 4.350% Senior Notes due 2028 (the “2028 Notes”), $500.0 million aggregate principal 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 “FixedRate Notes,” and together 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), plus 0.580%. We will pay interest onthe Floating Rate Notes quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 2025. Interest will accrue onthe Floating Rate Notes from the date of original issuance. 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 on November 15, 2025. The 2028Notes, 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 or in part, at the applicableredemption prices set forth under “Description of the Notes—Optional Redemption.” If we experience a change of control triggering event, we may be required to offer torepurchase 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 future subsidiaries that guarantee any ofour other indebtedness. The Notes and the Subsidiary Guarantees (as defined herein) will be effectively junior to our secured indebtedness and the secured indebtednessof 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 current and future unsecured andunsubordinated indebtedness (including borrowings under the Revolving Credit Agreement (as defined herein), the Term Loan Agreement (as defined herein) and ourexisting senior unsecured notes). Each of the Subsidiary Guarantees will be an unsecured and unsubordinated obligation of the Subsidiary Guarantor providing suchSubsidiary Guarantee and will rank equally in right of payment with such Subsidiary Guarantor’s current and future unsecured and unsubordinated indebtedness(including its guarantee of the borrowings under the Revolving Credit Agreement, the Term Loan Agreement and our existing senior unsecured notes). We intend to use the net proceeds from this offering for general corporate purposes, including repayment of outstanding commercial paper borrowings and/orcertain of our outstanding senior notes. See “Use of Proceeds.” See “Risk Factors” beginning on pageS-7and in our latest Annual Report on Form10-Kwhich is incorporated by reference into this prospectussupplement (as such risk factors may be updated from time to time in our public filings) for a discussion of certain risks that you should consider in connectionwith an investment in the Notes. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determinedthat this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation 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 Trust Company and its participants,including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about May 5, 2025. BNPPARIBAS You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus orany free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You shouldnot assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date subsequent to thedate of such information. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGSUMMARY FINANCIAL INFORMATIONRISK FACTORSUSE OF PROCEEDSTHE SECURED OVERNIGHT FINANCING RATE AND THE SOFR INDEXCAP