0001552781-16-001313.txt : 20160210 0001552781-16-001313.hdr.sgml : 20160210 20160210163908 ACCESSION NUMBER: 0001552781-16-001313 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160210 DATE AS OF CHANGE: 20160210 GROUP MEMBERS: CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC. GROUP MEMBERS: COCA-COLA OASIS LLC GROUP MEMBERS: COCA-COLA TRADING CO LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA BOTTLING CO CONSOLIDATED /DE/ CENTRAL INDEX KEY: 0000317540 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 560950585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30570 FILM NUMBER: 161406234 BUSINESS ADDRESS: STREET 1: 4100 COCA COLA PLZ CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7045514400 MAIL ADDRESS: STREET 1: 4100 COCA COLA PLZ CITY: CHARLOTTE STATE: NC ZIP: 28211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 404-676-2121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 SC 13D/A 1 e00076_ko-sc13da.htm SC 13D/A, AMENDMENT NO. 39

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 39)*

 

 

Coca-Cola Bottling Co. Consolidated

(Name of Issuer)

 

Common Stock, Par Value $1.00 Per Share

(Title and Class of Securities)

 

191098102

(CUSIP Number)

 

Bernhard Goepelt

Senior Vice President, General Counsel and Chief Legal Counsel

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 8, 2016

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(continued on following pages)

 

 
 

SCHEDULE 13D/A

 

CUSIP No. - 191098102

       
1 NAME OF REPORTING PERSON
THE COCA-COLA COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
    (b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
    OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

  0

8

SHARED VOTING POWER

  2,482,165

9

SOLE DISPOSITIVE POWER

  0

10

SHARED DISPOSITIVE POWER

  2,482,165

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   2,482,165

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  34.76%

14

TYPE OF REPORTING PERSON*

  CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 2 
 

SCHEDULE 13D/A

CUSIP No. - 191098102

       
1 NAME OF REPORTING PERSON
THE COCA-COLA TRADING COMPANY LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
    (b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
    OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

  0

8

SHARED VOTING POWER

  2,482,165

9

SOLE DISPOSITIVE POWER

  0

10

SHARED DISPOSITIVE POWER

  2,482,165

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   2,482,165

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  34.76%

14

TYPE OF REPORTING PERSON*

  OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 3 
 

SCHEDULE 13D/A

 

CUSIP No. - 191098102

       
1 NAME OF REPORTING PERSON
COCA-COLA OASIS LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
    (b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
    OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

  0

8

SHARED VOTING POWER

  2,482,165

9

SOLE DISPOSITIVE POWER

  0

10

SHARED DISPOSITIVE POWER

  2,482,165

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   2,482,165

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  34.76%

14

TYPE OF REPORTING PERSON*

  OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 4 
 

SCHEDULE 13D/A

 

CUSIP No. - 191098102     

       
1 NAME OF REPORTING PERSON
CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
    (b) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
    OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

  0

8

SHARED VOTING POWER

  2,482,165

9

SOLE DISPOSITIVE POWER

  0

10

SHARED DISPOSITIVE POWER

  2,482,165

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   2,482,165

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

  34.76%

14

TYPE OF REPORTING PERSON*

  CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

 5 
 

This Amendment No. 39 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 38 (the “Schedule 13D”).  Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.

 

Item 4.    Purpose of the Transaction

Item 4 is hereby amended and supplemented as follows:

 

February 2016 Letter of Intent. On February 8, 2016, The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated ( “Coke Consolidated”) entered into a non-binding letter of intent (the “February 2016 LOI”) pursuant to which Coca-Cola Refreshments USA, Inc., a wholly-owned subsidiary of The Coca-Cola Company (“CCR”), will grant Coke Consolidated certain exclusive rights for the distribution, promotion, marketing and sale of The Coca-Cola Company-owned and –licensed products in certain territories currently served by CCR in northern Ohio and northern West Virginia (the “February 2016 LOI Territories”) and sell to Coke Consolidated a regional manufacturing facility located in Twinsburg, Ohio (the “Twinsburg Facility”) and related manufacturing assets (collectively, the “Twinsburg Facility Transaction”). The major markets that would be served as part of the expansion contemplated by the February 2016 LOI include Akron, Elyria, Toledo, Willoughby and Youngstown County, Ohio.

 

The expansion of Coke Consolidated’s distribution territory and the acquisition of the Twinsburg Facility contemplated by the February 2016 LOI represent the latest contemplated series of territory expansion transactions and manufacturing facility acquisitions between CCR, The Coca-Cola Company and Coke Consolidated.

 

The exclusive rights for the distribution, promotion, marketing and sale of The Coca-Cola Company-owned and -licensed products in the February 2016 LOI Territories will be granted to Coke Consolidated by CCR pursuant to a comprehensive beverage agreement (the “CBA”) substantially in the form attached as Exhibit 1.1 to the territory conversion agreement entered into by CCR, The Coca-Cola Company and Coke Consolidated on September 23, 2015, as described in the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2015 and filed as Exhibit 99.3 thereto.

 

Pursuant to the February 2016 LOI, CCR will also sell, transfer and assign to Coke Consolidated exclusive rights for the distribution, promotion, marketing and sale in the February 2016 LOI Territories of various cross-licensed brands currently distributed by CCR in the February 2016 LOI Territories, subject to the consent of the third-party brand owners. CCR will also sell to Coke Consolidated certain of CCR’s distribution assets and the working capital associated therewith, as may be necessary to distribute, promote, market and sell both The Coca-Cola Company-owned and -licensed products and the cross-licensed branded products in the February 2016 LOI Territories. Coke Consolidated will pay to CCR at each closing for February 2016 LOI Territories a cash amount that reflects the agreed value of the exclusive rights to distribute, promote, market and sell in the February 2016 LOI Territories the cross-licensed branded products and the net book value of the distribution assets and working capital associated with the distribution, promotion, marketing and sale of both The Coca-Cola Company-owned and -licensed products and the cross-licensed brands in the February 2016 LOI Territories. Coke Consolidated will also agree in each CBA entered into at a closing for February 2016 LOI Territories to make periodic sub-bottling payments to CCR on a continuing basis after closing for the grant of exclusive rights in the applicable territory for The Coca-Cola Company-owned and -licensed products.

 

The rights for the manufacture, production and packaging of Covered Beverages (as such term is defined in the CBA) using cold-fill technology at the Twinsburg Facility will be granted to Coke Consolidated by The Coca-Cola Company pursuant to a final form of regional manufacturing agreement (the “Final RMA”) substantially in the form included as Schedule 9.4 to the initial regional manufacturing agreement entered into by The Coca-Cola Company and Coke Consolidated on January 29, 2016 (the “Initial RMA”). An earlier form draft of the Final RMA was included as Schedule 9.4 to an earlier form draft Initial RMA included as Exhibit B to the non-binding letter of intent entered into by The Coca-Cola Company and Coke Consolidated on September 23, 2015 (the “September 2015 LOI”) and filed as Exhibit 99.4 to Amendment No. 37 to the Schedule 13D. The Final RMA attached to the Initial RMA, while in large part similar to the form agreement included as Schedule 9.4 to the form initial regional manufacturing agreement attached to the September 2015 LOI, contains certain updates and negotiated changes to that form agreement.

 

 6 
 

Coke Consolidated will pay to CCR at the closing of the Twinsburg Facility Transaction a cash amount that reflects the agreed value of the rights to manufacture, produce and package the cross-licensed branded products at the Twinsburg Facility and the net book value of the manufacturing assets and working capital associated with the manufacture, production and packaging of both The Coca-Cola Company-owned and –licensed products and the cross-licensed brands at the Twinsburg Facility, subject to a cost of goods adjustment and additional adjustments and true-up processes to be agreed upon by the parties.

 

The February 2016 LOI addresses several other matters related to the ongoing expansion of Coke Consolidated’s distribution territories, the acquisition of the Twinsburg Facility and the implementation of the national product supply system, including the current intentions of The Coca-Cola Company and Coke Consolidated with respect to (i) the form of finished goods supply agreement for finished goods sourced from the Twinsburg Facility, (ii) the form of finished goods supply agreement to govern the supply of finished goods from CCR for the February 2016 LOI Territories, (iii) an information technology platform they plan to implement throughout the February 2016 LOI Territories, (iv) a binding system governance they expect to become fully effective during 2016 throughout all of the geographic territories served by Coke Consolidated, and (v) the process pursuant to which Coke Consolidated will be provided opportunities to participate economically in the existing business of The Coca-Cola Company in the United States involving non-direct store delivery of products and future non-direct store delivery of products and/or business models developed by The Coca-Cola Company.

 

The proposed transactions described in the February 2016 LOI will be subject to the terms of a definitive purchase and sale agreement with respect to the distribution territory transactions and a definitive purchase and sale agreement with respect to the Twinsburg Facility Transaction. In addition to the negotiation and execution of the definitive agreements, the February 2016 LOI sets forth certain customary conditions to closings of the transactions described in the February 2016 LOI, as well as a number of other conditions that The Coca-Cola Company and Coke Consolidated currently intend to be satisfied prior to such closings and/or to be addressed in the definitive agreements.

 

The foregoing description of the February 2016 LOI is only a summary and is qualified in its entirety by reference to the full text of the February 2016 LOI (including any exhibits thereto), which is filed as Exhibit 99.2 to this Amendment No. 39 to the Schedule 13D. The February 2016 LOI, including any exhibits thereto, has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information with respect to CCR, The Coca-Cola Company or Coke Consolidated. Investors should read the February 2016 LOI, including any exhibits thereto, together with the other information concerning Coke Consolidated, CCR and The Coca-Cola Company that each company or its affiliates publicly files in reports and statements with the SEC.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

As of the date of this report, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “Common Stock”) listed below and may be deemed to constitute a “group” under Section 13(d) of the Act.

 

Number of shares of Common Stock as to which The Coca-Cola Company has:

 

(i) sole power to vote or direct the vote:  0
(ii) shared power to vote or to direct the vote:  2,482,165
(iii) the sole power to dispose of or to direct the disposition of:  0
(iv) shared power to dispose of or to direct the disposition of:  2,482,165

 7 
 

Number of shares of Common Stock as to which The Coca-Cola Trading Company LLC has:

 

(i) sole power to vote or direct the vote:  0
(ii) shared power to vote or to direct the vote:  2,482,165
(iii) sole power to dispose of or to direct the disposition of:  0
(iv) shared power to dispose of or to direct the disposition of:  2,482,165

 

Number of shares of Common Stock as to which Coca-Cola Oasis LLC has:

 

(i) sole power to vote or direct the vote:  0
(ii) shared power to vote or to direct the vote:  2,482,165
(iii) sole power to dispose of or to direct the disposition of:  0
(iv) shared power to dispose of or to direct the disposition of:  2,482,165

 

Number of shares as to which Carolina Coca-Cola Bottling Investments, Inc. has:

 

(i) sole power to vote or direct the vote:  0
(ii) shared power to vote or to direct the vote:  2,482,165
(iii) sole power to dispose of or to direct the disposition of:  0
(iv) shared power to dispose of or to direct the disposition of:  2,482,165

 

The Reporting Persons beneficially own 34.76% of the outstanding shares of Common Stock based upon 7,141,447 shares of Common Stock outstanding on October 30, 2015.

 

Item 7.    Material to be Filed as Exhibits

 

          Incorporated By
  Exhibit   Name   Reference To
  Exhibit 99.1     Directors, Officers and Managers of the Reporting Persons   Filed herewith
  Exhibit 99.2   Letter of Intent, dated February 8, 2016, by and between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated.   Exhibit 99.2 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed February 10, 2016

 

 8 
 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

THE COCA-COLA COMPANY
       
       
  By: /s/ Bernhard Goepelt  
  Name: Bernhard Goepelt  
  Title:   Senior Vice President, General Counsel
Date: February 10, 2016   and Chief Legal Counsel  
       
       
       
THE COCA-COLA TRADING COMPANY LLC
       
       
  By: /s/ Robert J. Jordan, Jr.  
  Name: Robert J. Jordan, Jr.  
Date: February 10, 2016 Title:    Vice President, General Tax Counsel and Manager
       
       
       
COCA-COLA OASIS LLC
       
       
  By: /s/ Robert J. Jordan, Jr.  
  Name: Robert J. Jordan, Jr.  
Date: February 10, 2016 Title:    Vice President, General Tax Counsel and Manager
       
       
       
CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
       
       
  By: /s/ Robert J. Jordan, Jr.  
  Name: Robert J. Jordan, Jr.  
Date: February 10, 2016 Title:    Vice President, General Tax Counsel and Director

 

 
 

Exhibit Index

 

          Incorporated By
  Exhibit   Name   Reference To
  Exhibit 99.1     Directors, Officers and Managers of the Reporting Persons   Filed herewith
  Exhibit 99.2   Letter of Intent, dated February 8, 2016, by and between The Coca-Cola Company and Coca-Cola Bottling Co. Consolidated.   Exhibit 99.2 of Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed February 10, 2016

 

 

 EX-99.1 2 e00076_ex99-1.htm DIRECTORS AND EXECUTIVE OFFICERS

EXHIBIT 99.1

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

 

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company. Except as indicated below, each such person is a citizen of the United States. None of the directors or executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of The Coca-Cola Company who are also executive officers of The Coca-Cola Company are indicated by an asterisk. Except as indicated below, the business address of each executive officer of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

DIRECTORS OF THE COCA-COLA COMPANY

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Muhtar Kent*   Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company    
         
Herbert A. Allen   President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm   Allen & Company
Incorporated
711 Fifth Avenue
New York, NY 10022
         
Ronald W. Allen   Former Chairman of the Board, President and Chief Executive Officer of Aaron’s, Inc., a leading specialty retailer of consumer electronics, computers, residential furniture, household appliances and accessories   The Coca-Cola Company  
c/o The Corporate Secretary’s Office
One Coca-Cola Plaza
Atlanta, GA  30313
         
Marc Bolland   Chief Executive Officer and a Director of Marks & Spencer Group p.l.c., an international multi-channel retailer.
 
Mr. Bolland is a citizen of The Netherlands. 		  Marks & Spencer Group plc
Waterside House
35 North Wharf Road
London
W2 1NW

 

 Page 1 of 10 
 

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Ana Botín   Executive Chairman and a Director of Banco Santander, S.A., a global multinational bank, and a Director of Santander UK plc, a leading financial services provider in the United Kingdom, and a subsidiary of Banco Santander, S.A.
Ms. Botín is a citizen of Spain.		   Santander UK plc
2 Triton Square
Regent’s Place
London NW1 3AN
United Kingdom
         
Howard G. Buffett   President of Buffett Farms, a commercial farming operation, and Chairman and Chief Executive Officer of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on food and water security, conservation and conflict management   Howard G. Buffett Foundation
145 North Merchant Street
Decatur, IL  62523
         
Richard M. Daley   Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment   Tur Partners LLC
900 N. Michigan Avenue
Suite 1720
Chicago, IL 60611
         
Barry Diller   Chairman of the Board and Senior Executive of IAC/InterActiveCorp, a leading media and internet company   IAC/InterActiveCorp
555 West 18th Street
New York, New York  10011
         
Helene D. Gayle   Chief Executive Officer of McKinsey Social Initiative, a nonprofit organization that implements programs that bring together stakeholders to address complex global and social challenges   McKinsey Social Initiative
1200 19th Street NW
Washington, DC 20036
         
Evan G. Greenberg   Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance organization   ACE Group
1133 Avenue of the Americas
45th Floor
New York, NY  10036
         
Alexis M. Herman   Chair and Chief Executive Officer of New Ventures, LLC, a corporate consulting company   New Ventures, Inc.
633 Pennsylvania Avenue NW
3rd Floor
Washington, D.C.  20004
         
Robert A. Kotick   President, Chief Executive Officer and a Director of Activision Blizzard, Inc. an interactive entertainment software company   Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA  90405

 

 Page 2 of 10 
 

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Maria Elena Lagomasino   Chief Executive Officer and Managing Partner of WE Family Offices, a multi-family office serving global high net worth families   WE Family Offices
Rockefeller Center
1270 Avenue of the Americas
Suite 2101
New York, NY  10020
         
Sam Nunn   Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical weapons   King & Spalding LLP
1180 Peachtree Street, NE
Atlanta, Georgia 30309
         
David B. Weinberg   Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private investment-management office with diverse interests in a variety of asset classes   Judd Enterprises, Inc.
401 N. Michigan Ave #3050
Chicago, IL 60611

 

EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Muhtar Kent   Chairman of the Board of Directors and President of The Coca-Cola Company    
         
Alexander B. Cummings, Jr.   Executive Vice President and Chief Administrative Officer of The Coca-Cola Company    
         
Marcos de Quinto   Executive Vice President and Chief Marketing Officer of The Coca-Cola Company
  
Mr. de Quinto is a citizen of Spain.		    
         
J. Alexander M. Douglas, Jr.   Executive Vice President of The Coca-Cola Company and President of Coca-Cola North America    
         
Ceree Eberly   Senior Vice President and Chief People Officer of The Coca-Cola Company    
         
Irial Finan   Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain
 
Mr. Finan is a citizen of Ireland.		    
         
Bernhard Goepelt   Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company
 
Mr. Goepelt is a citizen of Germany.		    

 

 Page 3 of 10 
 

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Julie Hamilton   Vice President and Chief Customer and Commercial Leadership Officer of The Coca-Cola Company    
         
Brent Hastie   Vice President, Strategy and Planning of The Coca-Cola Company    
         
Ed Hays, PhD   Senior Vice President and Chief Technical Officer of The Coca-Cola Company    
         
Nathan Kalumbu   President of the Eurasia and Africa Group of The Coca-Cola Company
 
Mr. Kalumbu is a citizen of Zimbabwe.		    
         
James Quincey   President and Chief Operating Officer of The Coca-Cola Company
 
Mr. Quincey is a citizen of the United Kingdom.		    
         
Atul Singh   President of the Asia Pacific Group of The Coca-Cola Company    
         
Ed Steinike   Senior Vice President and Chief Information Officer of The Coca-Cola Company    
         
Brian Smith   President of the Latin America Group of The Coca-Cola Company    
         
Clyde C. Tuggle   Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company    
         
Kathy N. Waller   Executive Vice President and Chief Financial Officer of The Coca-Cola Company    

 

 Page 4 of 10 
 

MANAGERS AND EXECUTIVE OFFICERS
OF
THE COCA-COLA TRADING COMPANY LLC

 

Set forth below is the name, business address and present occupation or employment of each manager and executive officer of The Coca-Cola Trading Company LLC. Except as indicated below, each such person is a citizen of the United States. None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Managers of The Coca-Cola Trading Company LLC who are also executive officers of The Coca-Cola Trading Company LLC are indicated by an asterisk. Except as indicated below, the business address of each manager and executive officer of The Coca-Cola Trading Company LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

MANAGERS OF THE COCA-COLA TRADING COMPANY LLC

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Marie D. Quintero-Johnson   Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company    
         
Robert J. Jordan, Jr.*   Vice President and General Tax Counsel of The Coca-Cola Company    
         
Larry M. Mark*   Vice President and Controller of The Coca-Cola Company    

 

EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Ed Hays, PhD   Senior Vice President and Chief Technical Officer of The Coca-Cola Company; President of The Coca-Cola Trading Company LLC    
         
Bernhard Goepelt   Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of The Coca-Cola Trading Company LLC
 
Mr. Goepelt is a citizen of Germany.		    
         
Robert J. Jordan, Jr.   Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of The Coca-Cola Trading Company LLC    
         
Stephen A. Kremer   Deputy General Tax Counsel of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC    

 

 Page 5 of 10 
 

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Larry M. Mark   Vice President and Controller of The Coca-Cola Company; Vice President and Controller of The Coca-Cola Trading Company    
         
Christopher P. Nolan   Vice President and Treasurer of The Coca-Cola Company; Vice President and Treasurer of The Coca-Cola Trading Company LLC    
         
Kathy N. Waller   Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of The Coca-Cola Trading Company LLC    
         
David W. Stowe   Director Commodity Risk of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC    

 

 Page 6 of 10 
 

MANAGERS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

 

Set forth below is the name, business address, present occupation or employment of each manager and executive officer of Coca-Cola Oasis LLC.  Except as indicated below, each such person is a citizen of the United States.  None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.  Managers of Coca-Cola Oasis LLC who are also executive officers of Coca-Cola Oasis LLC are indicated by an asterisk.  Except as indicated below, the business address of each manager and executive officer of Coca-Cola Oasis LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

MANAGERS OF COCA-COLA OASIS LLC

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Marie D. Quintero-Johnson     Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company    
         
Robert J. Jordan, Jr.*   Vice President and General Tax Counsel of The Coca-Cola Company    
         
Larry M. Mark*   Vice President and Controller of The Coca-Cola Company    

 

EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Bernhard Goepelt   Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of Coca-Cola Oasis LLC

Mr. Goepelt is a citizen of Germany.		    
         
Russell Jacobs   General Manager, Retail and Attractions of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC    
         
Robert J. Jordan, Jr.   Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Coca-Cola Oasis LLC    
         
Stephen A. Kremer   Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC    
         
Larry M. Mark   Vice President and Controller of The Coca-Cola Company; Vice President and Controller of Coca-Cola Oasis LLC    

 

 Page 7 of 10 
 

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Christopher P. Nolan   Vice President and Treasurer of The Coca-Cola Company; President, Chief Executive Officer, and Treasurer of Coca-Cola Oasis LLC    
         
Kathy N. Waller   Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of Coca-Cola Oasis LLC    

 

 

 Page 8 of 10 
 

DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.

 

Set forth below is the name, business address, present occupation or employment of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are indicated by an asterisk. Except as indicated below, the business address of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Marie D. Quintero-Johnson   Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company    
         
Robert J. Jordan, Jr.*   Vice President and General Tax Counsel of The Coca-Cola Company    
         
Larry M. Mark*     Vice President, Finance and Controller of The Coca-Cola Company    

 

EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Bernhard Goepelt   Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of Carolina Coca-Cola Bottling Investments, Inc.
 

Mr. Goepelt is a citizen of Germany.		    
         
Robert J. Jordan, Jr.   Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Carolina Coca-Cola Bottling Investments, Inc.    
         
Stephen A. Kremer   Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc.    

 

 Page 9 of 10 
 

 

NAME   PRINCIPAL OCCUPATION
OR EMPLOYMENT		   ADDRESS
         
Larry M. Mark   Vice President and Controller of The Coca-Cola Company; Vice President and Chief Financial Officer of Carolina Coca-Cola Bottling Investments, Inc.    
         
Christopher P. Nolan   Vice President and Treasurer of The Coca-Cola Company; Vice President, Treasurer and Assistant Secretary of Carolina Coca-Cola Bottling Investments, Inc.    
         
Kathy N. Waller   Executive Vice President and Chief Financial Officer of The Coca-Cola Company; President and Chief Executive Officer of Carolina Coca-Cola Bottling Investments, Inc.    

 

 Page 10 of 10