可口可乐凡萨瓶装美股招股说明书(2025-05-02版)

U.S.$500,000,000 5.100% Senior Notes due 2035 Guaranteed byPropimex, S. de R.L. de C.V.Comercializadora La Pureza de Bebidas, S. de R.L. de C.V.Grupo Embotellador Cimsa, S. de R.L. de C.V.Refrescos Victoria del Centro, S. de R.L. de C.V.Yoli de Acapulco, S. de R.L. de C.V.Controladora Interamericana de Bebidas, S. de R.L. de C.V. We are offering U.S.$500,000,000 aggregate principal amount of our 5.100% senior notes due 2035 (the “notes”). We will pay interest on the notes onMay6 and November 6 of each year, beginning on November 6, 2025. The notes will mature on May 6, 2035. Our wholly owned subsidiaries Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa,S.de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Yoli de Acapulco, S. de R.L. de C.V. and Controladora Interamericana de Bebidas,S.deR.L.de C.V. (each a “Guarantor,” and collectively, the “Guarantors”) have fully, jointly and severally, irrevocably and unconditionally agreed to guaranteethe payment of principal, premium, if any, interest, additional interest and all other amounts in respect of the notes. The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to time outstanding. Theguarantees will rank equally in right of payment with all of the Guarantors’ other unsecured and unsubordinated debt obligations from time to time outstanding. In the event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), we may redeem the notes, in whole butnot in part, at a price equal to 100.0% of their principal amount plus accrued and unpaid interest and any additional interest thereon to, but excluding, theredemption date. We will have the right at our option to redeem the notes, in whole at any time or in part from time to time, prior to February 6, 2035 (the datethat is three months prior to the maturity date of the notes, the “Par Call Date”), at a redemption price equal to the greater of 100.0% of their principal amountand a “make-whole” amount described herein, plus accrued and unpaid interest and any additional interest thereon to, but excluding, the redemption date. Wewill have the right at our option to redeem the notes, in whole at any time or in part from time to time, on and after the Par Call Date, at 100.0% of theirprincipal amount plus accrued and unpaid interest and any additional interest thereon to, but excluding, the redemption date. See “Description of Notes—Redemption of Notes” in this prospectus supplement. We will apply to list the notes on the New York Stock Exchange (the “NYSE”). 5.100% Senior Notes due 2035 (1)(2)Plus accrued interest, if any, from May 6, 2025.Before deducting expenses payable by us related to this offering. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DEVALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DEVALORES, OR “CNBV”), AND MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE NOTES MAY BE OFFERED IN MEXICO TO INVESTORSTHAT QUALIFY AS INSTITUTIONAL OR ACCREDITED INVESTORS, PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET FORTH INARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). WE WILL NOTIFY THE CNBV OF THE OFFERINGOF THE NOTES OUTSIDE OF MEXICO AND OF THE TERMS OF THE NOTES FOR INFORMATION AND STATISTICAL PURPOSES ONLY, AND THEDELIVERY OF SUCH NOTICE TO, AND THE RECEIPT THEREOF BY, THE CNBV IS NOT A CERTIFICATION AS TO THE INVESTMENT QUALITY OFTHE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTHHEREIN. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS EXCLUSIVELY OURRESPONSIBILITY AND HAS NOT BEEN FILED WITH, REVIEWED OR AUTHORIZED BY, THE CNBV. THE ACQUISITION OF THE NOTES BY ANINVESTOR WHO IS A RESIDENT OF MEXICO WILL BE BASED UPON ITS OWN EXAMINATION OF US AND THE GUARANTORS AND WILL BEMADE UNDER SUCH INVESTOR’S OWN RESPONSIBILITY. None of the CNBV, the U.S. Securities and Exchange Commission (the “SEC”) or any U.S. state or foreign securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Delivery of the notes will be made in book-entry form through The Depository Trust Company (“DTC”) on or about May 6, 2025. Morgan Stanley This prospectus supplement is dated May 1, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT FORWARD-LOOKING INFORMATIONiiiPRESENTATION OF FINANCIAL INFORMATIONivINCORPORATION OF CERTAIN INFORMATION BY REFERENCEvPROSPECTUS SUPPLEMENT SUMMARYS-1SUMMARY OF THE OFFERINGS-5RISK FACTORSS-9USE OF PROCEEDSS-10CAPITALIZATIONS-11DESCRIPTION OF NOTESS-12FORM OF NOTES, CLEARING AND SETT