8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2021

Keurig Dr Pepper Inc.

(Exact Name of Registrant as Specified in its charter)

Delaware	001-33829	98-0517725
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

53 South Avenue, Burlington, Massachusetts 01803

(Address of principal executive offices, including zip code)

781-418-7000

(Registrant’s telephone number including area code)

Not Applicable

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	KDP	Nasdaq Stock Market LLC

Item 7.01 Regulation FD Disclosure.

On September 3, 2021, Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), issued a press release in connection with the filing of the Prospectus Supplement described in Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events.

On September 3, 2021, the Company filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement (the “Prospectus Supplement”) to its automatically effective shelf registration statement on Form S-3, as amended by the Post-Effective Amendment No. 1 thereto filed on August 29, 2019 (File No. 333-233477) (as amended, the “Registration Statement”) covering the resale of up to 68,523,512 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) which may be used by the selling stockholders identified therein to resell shares of the Common Stock covered by the Prospectus Supplement (the “Shares”). The Company will not receive any proceeds from any sale of the Shares by the selling stockholders.

The Company is filing this report to provide the legal opinion as to the validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description of Exhibit
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Shares.
99.1	Press release of Keurig Dr Pepper Inc., dated September 3, 2021.
104	Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KEURIG DR PEPPER INC.
Dated: September 3, 2021
	By:	/s/ James L. Baldwin
		James L. Baldwin
		Chief Legal Officer, General Counsel and Secretary

EX-5.1

Exhibit 5.1

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

September 3, 2021

Keurig Dr Pepper Inc.

53 South Avenue

Burlington, MA 01803

Re: Keurig Dr Pepper Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), in connection with the resale by BDT Oak Acquisition Vehicle, L.P. (“BDT Oak”) and certain affiliates of BDT Capital Partners, LLC (“BDT CP”) described below (collectively, the “Selling Stockholders”) of up to 68,523,512 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), received by BDT Oak pursuant to a distribution by Maple Holdings B.V. (“Maple”), a shareholder of the Company, of shares of Common Stock held by Maple to its minority partners. A portion of such shares of Common Stock held by BDT Oak will be distributed to certain investors in funds affiliated with BDT CP that co-invested alongside those funds. The Shares were originally issued to Maple upon the consummation of the merger of Maple Parent Holdings Corp., a Delaware corporation (“Maple Parent”), and Salt Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, with the Maple Parent surviving as a wholly owned subsidiary of the Company (the “Merger”), pursuant to the Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of January 29, 2018, by and among Maple Parent, the Company (formerly known as Dr Pepper Snapple Group, Inc.) and Merger Sub.

This opinion is being furnished at the request of the Company in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

Keurig Dr Pepper Inc.

September 3, 2021

Page 2

In rendering the opinion stated herein, we have examined and relied upon the following:

(a)    the registration statement on Form S-3 (File No. 333-233477) of the Company relating to Common Stock and other securities of the Company, filed on August 27, 2019 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), and Post-Effective Amendment No. 1 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);

(b)    the prospectus, dated August 27, 2019 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c)    the prospectus supplement, dated September 3, 2021 (together with the Base Prospectus, the “Prospectus”), relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d)    an executed copy of a certificate of James L. Baldwin, Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(e)    a copy of the Company’s Amended and Restated Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of July 9, 2018, as in effect as of the date hereof and certified pursuant to the Secretary’s Certificate (the “Amended and Restated Certificate of Incorporation”);

(f)    a copy of the Company’s Certificate of Merger related to the Merger, certified by the Secretary of State of the State of Delaware as of July 9, 2018 and certified pursuant to the Secretary’s Certificate;

(g)    a copy of the Company’s Amended and Restated By-laws, as amended and in effect as of July 9, 2018 and as of the date hereof and certified pursuant to the Secretary’s Certificate (the “Amended and Restated By-laws”); and

(h)    a copy of certain resolutions of the Board of Directors of the Company adopted on January 28, 2018, August 26, 2019 and September 1, 2021 and certain resolutions of the stockholders of Maple adopted on January 28, 2018, certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Selling Stockholders and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Selling Stockholders and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

Keurig Dr Pepper Inc.

September 3, 2021

Page 3

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. With respect to our opinion set forth below, we have assumed that (i) the Company received the consideration for the Shares set forth in the Agreement and Plan of Merger and the applicable board resolutions and (ii) the issuance of the Shares has been registered in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Selling Stockholders and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly issued and are fully paid and nonassessable.

In addition, in rendering the foregoing opinion we have assumed that the issuance of the Shares did not constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make this assumption with respect to the Amended and Restated Certificate of Incorporation or the Amended and Restated By-laws or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December 31, 2020).

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

LKB

EX-99.1

Exhibit 99.1

Keurig Dr Pepper Announces Equity Distribution by Shareholder, BDT Capital Partners

BDT and its affiliates will retain a significant position in KDP post distribution

BURLINGTON, Mass. and FRISCO, Texas (September 3, 2021) – Keurig Dr Pepper Inc. (NASDAQ: KDP) announced today that BDT Capital Partners, LLC (“BDT”) and its affiliates (collectively, the “BDT Group”) have communicated to KDP that they will distribute a portion of the shares of KDP common stock owned by the BDT Group to certain BDT limited partners that invested alongside BDT’s funds (the “BDT Investors”).

BDT Chairman and CEO, Byron Trott stated, “BDT and its investors have been long-standing partners alongside JAB in KDP, and a number of predecessor and affiliated entities, with certain investments dating back to 2013. The actions announced today are customary and a natural evolution of our investment in KDP and do not reflect any change to BDT’s confidence in KDP’s management team or business strategy.” KDP Board Director and BDT Partner, Genevieve Hovde added, “We continue to be extremely pleased with KDP’s operating and financial performance and look forward to KDP’s upcoming Investor Day and discussions around opportunities for continued value creation that we believe lie ahead.”

To effect the distribution, BDT will distribute approximately 46 million shares of KDP stock that the BDT Group currently holds, representing approximately 3.2% of the outstanding common stock of KDP, to a number of high-quality investors. Following the distribution, the BDT Group will continue to own approximately 69 million shares of KDP stock, representing approximately 4.8% of KDP.

KDP intends to file a prospectus supplement to its registration statement on Form S-3 (File No. 333-233477) dated August 27, 2019, with the Securities and Exchange Commission (“SEC”) to register the remaining shares held by the BDT Group. In addition, BDT and its affiliates intend to amend BDT’s Schedule 13D currently on file with the SEC to reflect the distribution.

The information in this press release is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or buy any securities.

Investor Contacts:

Tyson Seely

T: 781-418-3352 / Tyson.seely@kdrp.com

Steve Alexander

T:972-673-6769 / steve.alexander@kdrp.com

Media Contact:

Katie Gilroy

T: 781-418-3345 / katie.gilroy@kdrp.com

ABOUT KEURIG DR PEPPER

Keurig Dr Pepper (KDP) is a leading beverage company in North America, with annual revenue in excess of $11 billion and nearly 27,000 employees. KDP holds leadership positions in soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada.

The Company’s portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes Keurig^®, Dr Pepper^®, Green Mountain Coffee Roasters^®, Canada Dry^®, Snapple^®, Bai^®, Mott’s^®, CORE^® and The Original Donut Shop^®. Through its powerful sales and distribution network, KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company is committed to sourcing, producing and distributing its beverages responsibly through its Drink Well. Do Good. corporate responsibility platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability. For more information, visit, www.keurigdrpepper.com.

FORWARD LOOKING STATEMENTS

Certain statements contained herein, such as statements related to the timing and size of BDT Group’s expected distribution of KDP shares and the BDT Group’s expected ownership thereafter and other statements that are not historical facts, are “forward-looking statements” within the meaning of applicable securities laws and regulations. These forward-looking statements can generally be identified by the use of words such as “anticipate,” “expect,” “believe,” “could,” “estimate,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar words, phrases or expressions and variations or negatives of these words, although not all forward-looking statements contain these identifying words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These statements are based on the current expectations of our management and the BDT Group and are not predictions of actual performance.

These forward-looking statements are subject to a number of risks and uncertainties regarding the company’s business and actual results may differ materially. These risks and uncertainties include, but are not limited to the factors discussed in the Company’s filings with the SEC, including our latest Annual Report on Form 10-K and subsequent filings. While the lists of risk factors presented in our public filings are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Any forward-looking statement made herein speaks only as of the date of this document. We are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by applicable laws or regulations.

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Document and Entity Information	Sep. 03, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001418135
Document Type	8-K
Document Period End Date	Sep. 03, 2021
Entity Registrant Name	Keurig Dr Pepper Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-33829
Entity Tax Identification Number	98-0517725
Entity Address, Address Line One	53 South Avenue
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	781
Local Phone Number	418-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common stock
Trading Symbol	KDP
Security Exchange Name	NASDAQ