0001144204-19-026854.txt : 20190516 0001144204-19-026854.hdr.sgml : 20190516 20190516163109 ACCESSION NUMBER: 0001144204-19-026854 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190516 DATE AS OF CHANGE: 20190516 GROUP MEMBERS: ACORN HOLDINGS B.V. GROUP MEMBERS: AGNATEN SE GROUP MEMBERS: DONATA HOLDINGS B.V. GROUP MEMBERS: JAB FOREST B.V. GROUP MEMBERS: JAB HOLDING CO S.A R.L. GROUP MEMBERS: JAB HOLDINGS B.V. GROUP MEMBERS: JAB INVESTMENTS S.A R.L. GROUP MEMBERS: LUCRESCA SE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Keurig Dr Pepper Inc. CENTRAL INDEX KEY: 0001418135 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 753258232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84051 FILM NUMBER: 19832657 BUSINESS ADDRESS: STREET 1: 53 SOUTH AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-418-7000 MAIL ADDRESS: STREET 1: 53 SOUTH AVENUE CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: Dr Pepper Snapple Group, Inc. DATE OF NAME CHANGE: 20080108 FORMER COMPANY: FORMER CONFORMED NAME: CSAB Inc. DATE OF NAME CHANGE: 20071109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Maple Holdings B.V. CENTRAL INDEX KEY: 0001746478 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OOSTERDOKSSTRAAT 80 CITY: AMSTERDAM STATE: P7 ZIP: 1011DK BUSINESS PHONE: 31 235 62 65 20 MAIL ADDRESS: STREET 1: OOSTERDOKSSTRAAT 80 CITY: AMSTERDAM STATE: P7 ZIP: 1011DK SC 13D/A 1 tv521739_sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
KEURIG DR PEPPER INC.
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
49271V100
(CUSIP Number)
 
Joachim Creus
Maple Holdings B.V.
Oosterdoksstraat 80
1011 DK Amsterdam
The Netherlands
Tel.: +31 20 406 10 01
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
Copies To:
Paul T. Schnell, Esq.
Sean C. Doyle, Esq.
Maxim O. Mayer-Cesiano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Tel.: (212) 735-3000
 
May 15, 2019
(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.   ¨
 
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 

 

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

Maple Holdings B.V.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  x

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (1) (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share (“Common Stock”), of Keurig Dr Pepper Inc. (“KDP”) that may be deemed to be beneficially owned by Maple Holdings B.V. (“Maple Holdings”).

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

Acorn Holdings B.V.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5) 

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. Acorn Holdings B.V. (“Acorn”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Acorn. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acorn that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

JAB Forest B.V.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. JAB Forest B.V. (“Forest”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Forest. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Forest that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

JAB Holdings B.V.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. JAB Holdings B.V. (“JAB Holdings”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

JAB Investments S.à r.l.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. JAB Investments S.à r.l. (“JAB Investments”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of JAB Investments. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

JAB Holding Company S.à r.l.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2)(see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. JAB Holding Company S.à r.l. (“JAB Holding Company”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of JAB Holding Company. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

Donata Holdings B.V.

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. Donata Holdings B.V. (“Donata”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Donata. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Donata that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

Agnaten SE

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Agnaten. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

CUSIP No. 49271V100    
  1.  

NAMES OF REPORTING PERSONS:

 

Lucresca SE

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS

 

OO (See Item 3)

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 

 

  ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Austria

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

    7. SOLE VOTING POWER
 

 

None

    8. SHARED VOTING POWER
 

 

959,447,737 (1) (see Items 4 and 5)

    9. SOLE DISPOSITIVE POWER
 

 

None

   10. SHARED DISPOSITIVE POWER
 

 

959,447,737 (1) (see Items 4 and 5)

 

  11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

959,447,737 shares of Common Stock (see Items 4 and 5)

   
  12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ¨
  13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

68.2% of Common Stock (2) (see Item 5)

   
  14.  

TYPE OF REPORTING PERSON

 

HC

   

 

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by Maple Holdings. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such shares since Maple Holdings is an indirect subsidiary of Lucresca. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(2) The percentage ownership is based upon 1,406,689,275 shares of Common Stock issued and outstanding as of May 7, 2019, as set forth in the Quarterly Report on Form 10-Q filed by KDP with the Commission on May 9, 2019 for the quarterly period ended March 31, 2019.

 

 

 

 

EXPLANATORY NOTE

 

This Schedule 13D/A constitutes Amendment No. 1 (“Amendment No. 1”) to and amends and supplements the prior statement on Schedule 13D (the “Schedule 13D”) as filed on July 19, 2018 by (i) Maple Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Maple Holdings”), (ii) Acorn Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Maple Holdings (“Acorn”), (iii) JAB Forest B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Acorn (“Forest”), (iv) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Forest (“JAB Holdings”), (v) JAB Investments S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings (“JAB Investments”), (vi) JAB Holding Company S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments (“JAB Holding Company”), (vii) Donata Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is a parent company of JAB Holding Company (“Donata”), (viii) Agnaten SE, a private company incorporated under the laws of Austria, which is a parent company of JAB Holding Company (“Agnaten”), and (ix) Lucresca SE, a private company incorporated under the laws of Austria, which is the parent company of Donata (“Lucresca”, and together with Maple Holdings, Acorn, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Donata and Agnaten, the “Reporting Persons”).

 

Item 2.Identity and Background.

 

Item 2 is hereby amended and supplemented as follows:

 

Schedule A to the Schedule 13D is amended and restated in its entirety as set forth as Schedule A hereto.

 

Item 4.Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On May 16, 2019, Maple Holdings advised KDP that it agreed to sell an aggregate of 46,475,703 Shares through registered direct sales with third party buyers (each, a “Buyer”), including the sale of (i) 30,803,579 Shares, at a price of $27.50 per share, to Capital Group Companies, (ii) 7,048,000 Shares, at a price of $28.15 per share, to affiliates of TIAA-CREF, (iii) 5,084,300 Shares, at a price of $28.25 per share, to Levin Easterly Partners LLC and (iv) 3,539,824 Shares, at a price of $28.25 per share, to Norges Bank (the “Sale Transactions”).

 

Maple Holdings intends to sell a portion of its Shares, increasing the public float of KDP from approximately 15% currently to approximately 20%, subject to market conditions, by year-end. Maple Holdings’s decision to sell a portion of its Shares is motivated by a desire from KDP management to provide additional liquidity to the market. The sales pursuant to the Sales Transactions are expected to increase the public float to approximately 18%. Except for this increase to approximately 20% of the public float, Maple Holdings does not intend to sell any additional Shares in the foreseeable future.

 

Other than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Each of the Reporting Persons intends to evaluate on an ongoing basis their investment in KDP and their options with respect to such investment, including a sale of all or a portion of their equity ownership in KDP.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

(a) – (b) Maple Holdings beneficially owns 959,447,737 Shares, after giving effect to the Sale Transactions, which represents 68.2% of the issued and outstanding Shares as of May 7, 2019. Each other Reporting Person may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with Maple Holdings the power to vote or dispose, or to direct the voting or disposition of, the 959,447,737 Shares beneficially owned by Maple Holdings, and thus, for the purpose of Rule 13d-3, the other Reporting Persons may be deemed to be the beneficial owners of an aggregate of 959,447,737 Shares.

 

 

 

 

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A beneficially owns any Shares. Neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares.

 

(c) Except for the Sale Transactions described above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A, has effected any transactions in the Shares during the past 60 days.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

In connection with Sale Transactions referred to in Item 4 above, Maple Holdings entered into a Stock Purchase Agreement with each Buyer, in each case substantially in the form attached hereto as Exhibit 4, which is incorporated by reference herein.

 

Item 7.Material to be Filed as Exhibits.

 

Item 7 is hereby amended and supplemented as follows:

 

Exhibit Number   Exhibit Name
4.   Form of Stock Purchase Agreement.

 

 

 

 

SIGNATURE

 

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.

 

Dated: May 16, 2019

 

  JAB FOREST B.V.
  JAB HOLDINGS B.V.
  DONATA HOLDINGS B.V.
     
  By: /s/ Constantin Thun
  Name: Constantin Thun
  Title: Director
     
  By: /s/ Merel Broers
  Name: Merel Broers
  Title: Director
     
  ACORN HOLDINGS B.V.
     
  By: /s/ Joachim Creus
  Name: Joachim Creus
  Title: Proxy Holder
     
  JAB INVESTMENTS S.À R.L.
  JAB HOLDING COMPANY S.À r.l.
     
  By: /s/ Markus Hopmann
  Name: Markus Hopmann
  Title: Manager
     
  By: /s/ Joachim Creus
  Name: Joachim Creus
  Title: Manager
     
  AGNATEN SE
  LUCRESCA SE
     
  By: /s/ Joachim Creus
  Name: Joachim Creus
  Title: Authorized Representative
   
  MAPLE HOLDINGS B.V.
     
  By: /s/ Merel Broers
  Name: Merel Broers
  Title: Director
     
  By: /s/ Leo Burgers
  Name: Leo Burgers
  Title: Director

 

 

 

 

SCHEDULE A

 

Maple Holdings B.V.

 

Set forth below is a list of the directors and executive officers of Maple Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL OCCUPATION
OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Leendert Brugers   Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  The Netherlands
         
Merel Broers   Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  The Netherlands
             
Luuk Hoogeveen   Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  The Netherlands

 

 

 

 

Acorn Holdings B.V.

 

Set forth below is a list of the directors and executive officers of Maple Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.  

 

NAME

 

PRINCIPAL OCCUPATION
OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Frederic Larmuseau   Executive Director, CEO  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  France
             
Anna-Lena Kamenetzky   Non-Executive Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  Germany
             
Olivier Goudet   Non-Executive Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  France
             
Peter Harf   Non-Executive Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  Germany
             
Alejandro Santo Domingo   Non-Executive Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  United States of America
             
Byron Trott   Non-Executive Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  United States of America
             
Robert Gamgort   Non-Executive Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  United States of America

 

 

 

 

JAB Forest B.V.

 

Set forth below is a list of the directors and executive officers of JAB Forest B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Merel Broers   Managing Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  The Netherlands
         
Constantin Thun−Hohenstein     Managing Director  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria

 

 

 

 

 

JAB Holdings B.V.

 

Set forth below is a list of the directors and executive officers of JAB Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Merel Broers   Managing Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  The Netherlands
         
Constantin Thun−Hohenstein     Managing Director  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria

 

 

 

 

JAB Investments S.à r.l.

 

Set forth below is a list of the directors and executive officers of JAB Investments S.à r.l. as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Joachim Creus   Manager  

20 Eastbourne Terrace

London W2 6LG

United Kingdom

  Belgium
         
Markus Hopmann   Manager  

4 Rue Jean Monnet

L-2180 Luxembourg

  Germany
         
Constantin Thun−Hohenstein     Manager  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
             
Philippe Chenu   Manager  

4 Rue Jean Monnet

L-2180 Luxembourg

  Belgium

 

 

 

 

JAB Holding Company S.à r.l.

 

Set forth below is a list of the directors and executive officers of JAB Holding Company S.à r.l. as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Joachim Creus   Manager  

20 Eastbourne Terrace

London W2 6LG

United Kingdom

  Belgium
         
Markus Hopmann   Manager  

4 Rue Jean Monnet

L-2180 Luxembourg

  Germany

 

 

 

 

Donata Holdings B.V.

 

Set forth below is a list of the directors and executive officers of Donata Holdings B.V. as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR
EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Merel Broers   Managing Director  

Oosterdoksstraat 80

1011 DK Amsterdam, the Netherlands

  The Netherlands
             
Constantin Thun-Hohenstein   Managing Director  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria

 

 

 

 

Agnaten SE

 

Set forth below is a list of the directors and executive officers of Agnaten SE as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR

EMPLOYMENT

 

 

BUSINESS ADDRESS

 

CITIZENSHIP

         
Peter Harf   Sole Managing Director  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Germany
             
Renate Reimann-Haas   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
             
Wolfgang Reimann   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
             
Stefan Reimann-Anderson   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
         
Matthias Reimann-Anderson   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria

 

 

 

 

Lucresca SE

 

Set forth below is a list of the directors and executive officers of Lucresca SE as of May 16, 2019, their present principal occupations or employment, and citizenship.

 

NAME

 

PRINCIPAL
OCCUPATION OR

EMPLOYMENT

  BUSINESS ADDRESS  

CITIZENSHIP

         
Peter Harf   Sole Managing Director  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Germany
             
Renate Reimann-Haas   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
             
Wolfgang Reimann   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
             
Stefan Reimann-Anderson   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria
         
Matthias Reimann-Anderson   Administrative Board Member  

Rooseveltplatz 4−5 / Top 10

A−1090 Vienna,

Austria

  Austria

 

 

 

EX-99.4 2 tv521739_ex4.htm EXHIBIT 4 - FORM OF STOCK PURCHASE AGREEMENT.

 

Exhibit 4

 

FORM OF STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this “Agreement”) is made as of May [●], 2019, by and among each of the entities listed in Schedule 1 (each, a “Purchaser” and collectively, the “Purchasers”), and Maple Holdings B.V. (the “Seller”). To the extent there is only one entity listed on Schedule 1, the term “Purchasers” as used herein shall mean the singular.

 

WHEREAS, the Seller wishes to transfer, assign, sell, convey and deliver to the Purchasers, and the Purchasers wish to, severally and not jointly, purchase from the Seller, [●] shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of Keurig Dr Pepper Inc. (the “Company”) at the price and on the terms and subject to the conditions set forth in this Agreement (the “Offering”); and

 

WHEREAS, the Company has an effective shelf registration statement on Form S-3 (File No. 333-213477) (the “Registration Statement”), pursuant to which the Offering is being made.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and for good and valuable consideration, each Purchaser, severally and not jointly, and the Seller agree as follows:

 

1.            Purchase and Sale of the Shares.

 

(a)          At the Closing (as defined below), and subject to the terms and conditions hereof, the Seller will transfer, assign, sell, convey and deliver to the Purchasers, [●] Shares, and each of the Purchasers, severally and not jointly, will purchase from the Seller the number of Shares set forth opposite such Purchaser’s name in Schedule 1. In connection with such transfer, the Seller will deliver the Shares to be sold by it to the Purchasers (as provided in Section 2(a), below). In exchange for the transfer of the Shares, each Purchaser, severally and not jointly, will pay the Seller the aggregate amount set forth opposite such Purchaser’s name in Schedule 1 (the “Purchase Consideration”), in each case representing a per Share price of $[●].

 

(b)          The closing of the Offering (the “Closing”) shall take place on May [●], 2019 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, or at such other time or place as the parties hereto shall mutually agree (the actual day of the Closing, the “Settlement Date”), subject to Section 5 below.

 

2.            Deliveries at Closing.

 

(a)           At Closing, the Seller shall transfer or cause to be transferred to each Purchaser the number of Shares set forth opposite such Purchaser’s name in Schedule 1 (each such Purchaser’s Shares, the “Transferred Shares”) via book entry transfer to the accounts maintained by the Purchasers’ respective brokers at The Depository Trust Company (“DTC”) as set forth in Schedule 1, with such accompanying documentation as may be reasonably required by Computershare Trust Company, N.A., as transfer agent, to effect the transfer of such Shares.

 

(b)           At Closing, each Purchaser, severally and not jointly, shall deliver or cause to be delivered to the Seller the Purchase Consideration set forth opposite such Purchaser’s name on Schedule 1 by wire transfer of immediately available funds to the accounts designated by the Seller.

 

 

 

 

3.            Purchaser Representations. In purchasing the Shares, each Purchaser, severally and not jointly, acknowledges, represents and warrants to the Seller on the date hereof and on the Settlement Date that:

 

(a)          Such Purchaser acknowledges receipt of the prospectus which forms a part of the Registration Statement relating to the Offering.

 

(b)          Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Purchaser has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement.

 

(c)          This Agreement has been duly authorized by such Purchaser, has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

 

(d)          The purchase of the Shares by such Purchaser hereunder will not conflict with, result in a breach or violation of, or constitute a default under, (i) any law applicable to such Purchaser, (ii) the organizational documents of such Purchaser or (iii) the terms of any indenture or other agreement or instrument to which such Purchaser is a party or bound, or any judgment, order or decree applicable to such Purchaser of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over such Purchaser, except in the cases of (i) and (iii), for any such conflict, breach, violation or default that would not materially and adversely affect the purchase of the Shares and the consummation of the transactions contemplated herein; provided that no warranty is made with respect to the antifraud provisions of federal and state securities laws.

 

(e)           No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by such Purchaser of its purchase of the Shares hereunder.

 

(f)           Such Purchaser represents that it is and, immediately following its purchase of the Shares, will be a “passive investor” with respect to the Company as contemplated by Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and confirms that the Shares are not being acquired by it for the purpose of or with the effect of changing or influencing the control of the Company.

 

(g)           Such Purchaser is purchasing the Shares in the ordinary course of its business and has no arrangement with any person, directly or indirectly, to participate in the distribution of the Shares.

 

(h)           Except for the express representations and warranties contained in this Agreement, neither the Seller, nor any of their respective affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to such Purchaser.

 

2

 

 

4.            Seller Representations. The Seller acknowledges, represents and warrants to the Purchasers on the date hereof and on the Settlement Date that:

 

(a)          The Seller is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands. The Seller has full and adequate right, power, capacity and authority to enter into, execute, deliver and perform this Agreement. The Seller has entered into a Power of Attorney for the sale and delivery of the Shares to be sold by the Seller (the “Power of Attorney”) and has the full and adequate right, power, capacity and authority to enter into, execute, deliver and perform the Power of Attorney.

 

(b)          This Agreement and the Power of Attorney, as applicable, have been duly authorized, executed and delivered by the Seller and constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles.

 

(c)          The Seller is the record and beneficial owner of the Shares to be sold by it in the Offering. The Seller has not granted any option of any sort with respect to the Shares or any right to acquire the Shares or any interest therein other than to the Purchasers under this Agreement.

 

(d)          The transfer of the Shares to be sold by the Seller in the Offering will not conflict with, result in a breach or violation of, or constitute a default under, (i) any law applicable to the Seller or, (ii) the organizational documents of the Seller or (iii) the terms of any indenture or other agreement or instrument to which the Seller is a party or bound, or any judgment, order or decree applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller, except in the cases of (i) and (iii), for any such conflict, breach, violation or default that would not materially and adversely affect the sale of the Shares and the consummation of the transactions contemplated herein; provided that no warranty is made with respect to the antifraud provisions of federal and state securities laws other than as expressly set forth elsewhere herein.

 

(e)          No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Seller of the sale of the Shares in the Offering.

 

(f)           The Seller has not engaged any investment banker, broker, or finder in connection with the Offering, and no broker’s or similar fee is payable by the Seller or any of its affiliates in connection with the transfer of the Shares owned by the Seller hereunder.

 

(g)          Upon (i) payment by the respective Purchaser for the Transferred Shares to be sold by the Seller to such Purchaser pursuant to this Agreement; (ii) the Company registering Cede & Co. ("Cede"), or such other nominee as may be designated by the Depository Trust Company (“DTC”), as the registered owner of such Transferred Shares in the Company's share registry; (iii) the crediting of the Transferred Shares on the books of DTC to (A) the securities account of the Purchaser at DTC (if such Purchaser is a member of DTC) or (B) the securities account of a securities intermediary (that is a member of DTC) of such Purchaser ("Purchaser's Intermediary") that further credits the Transferred Shares to a securities account of the Purchaser maintained by the Purchaser's Intermediary, the Purchaser will acquire, under Section 8-501 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”), security entitlements in respect of such Transferred Shares. Assuming that neither DTC, the Purchaser's Intermediary (if applicable) nor the Purchaser has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) with respect to such Transferred Shares, an action based on an adverse claim to the financial asset consisting of the Transferred Shares held by DTC, whether such action is framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be successfully asserted against the respective Purchaser of such Transferred Shares; for purposes of this representation, the Seller has assumed that when such payment, delivery and crediting occur, (x) such Transferred Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of each Purchaser on the records of DTC and/or each Purchaser’s Intermediary will have been made pursuant to the UCC.

 

3

 

 

(h)          Except for the express representations and warranties contained in this Agreement, neither the Purchasers, nor any of their respective affiliates, attorneys, accountants and financial and other advisors, has made any representations or warranties to the Seller.

 

5.            Conditions Precedent to Obligations of the Seller and Purchasers.

 

(a)          The obligations of the Purchasers are subject to the satisfaction of the conditions precedent that (i) the representations and warranties of the Seller contained herein shall be true and correct as of the date hereof and the Settlement Date (including as if made both on the date hereof and on the Settlement Date) and (ii) the Seller shall have complied with all of its covenants and agreements contained in this Agreement to be performed on or prior to the Settlement Date.

 

(b)          The obligations of the Seller are subject to the satisfaction of the conditions precedent that (i) the representations and warranties of the Purchasers contained herein shall be true and correct as of the date hereof and the Settlement Date (including as if made both on the date hereof and on the Settlement Date) and (ii) the Purchasers shall have complied with all of their covenants and agreements contained in this Agreement to be performed on or prior to the Settlement Date.

 

6.            Miscellaneous.

 

(a)          This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes any and all prior agreements related to the subject matter hereof. This Agreement is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein. The respective agreements, representations, warranties and other statements of the Purchasers and the Seller, as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Purchasers or the Seller or any of their respective officers, directors or affiliates, and shall survive delivery of and payment for the Shares. This Agreement may not be assigned by the Seller without the written consent of the Purchasers and any such assignment without such written consent shall be void.

 

4

 

 

(b)          This Agreement may be amended only by written agreement between the parties hereto. This Agreement may be terminated in whole at any time prior to the Closing by mutual written consent of the Seller and the Purchasers, or in part at any time with respect to a particular Purchaser prior to the Closing by mutual written consent of the Seller and the relevant Purchaser.

 

(c)           Each party agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

 

(d)          This Agreement shall be governed by and construed under the domestic, substantive laws of the State of New York (without giving effect to any conflict of law or other aspect of New York law that might result in the application of any law other than that of the State of New York).

 

(e)          This Agreement may be executed in one or more counterparts, each of which constitutes an original and is admissible in evidence, and all of which constitute one and the same agreement.

 

(f)           Each party shall bear its own expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby.

 

(g)         The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. The decision of each Purchaser to purchase Shares pursuant to this Agreement has been made by such Purchaser independently of any other Purchaser. Nothing contained herein, and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Shares or enforcing its rights under this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The Seller acknowledges that each of the Purchasers has been provided with the same Agreement for the purpose of closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser. It is expressly understood and agreed that each provision contained in this Agreement is between the Seller and a Purchaser, solely, and not between the Seller and the Purchasers collectively and not between and among the Purchasers.

 

[Remainder of Page Intentionally Left Blank]

 

5

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

  Purchaser[s]:
   
  [●]
  By: [●]
     
  By:  
  Name: [●]
  Title: [●]

 

[Signature Page to Stock Purchase Agreement]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

  Seller:
   
  Maple Holdings B.V.
   
  By:  
  Name:

Joachim Creus

  Title:

General Counsel

 

[Signature Page to Stock Purchase Agreement]

 

 

 

 

Schedule 1

 

Each Purchaser’s Name, DTC Account Information, Shares to be Purchased and each Purchaser’s Purchase Consideration

 

Purchaser   Purchaser’s DTC
Account Information
  Number of Shares to
be Purchased
  Purchase
Consideration