Company Update

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 14, 2020 COCA COLA CO (Exact name of Registrant as specified in its charter) Delaware 001-02217 58-0628465 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)       One Coca-Cola Plaza     Atlanta ,  Georgia   30313 (Address of principal executive offices)   (Zip Code)         Registrant’s telephone number, including area code:   (404) 676-2121   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))   Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.25 Par Value KO New York Stock Exchange 0.000% Notes Due 2021 KO21B New York Stock Exchange Floating Rate Notes Due 2021 KO21C New York Stock Exchange 1.125% Notes Due 2022 KO22 New York Stock Exchange 0.125% Notes Due 2022 KO22B New York Stock Exchange 0.75% Notes Due 2023 KO23B New York Stock Exchange 0.500% Notes Due 2024 KO24 New York Stock Exchange 1.875% Notes Due 2026 KO26 New York Stock Exchange 0.750% Notes Due 2026 KO26C New York Stock Exchange 1.125% Notes Due 2027 KO27 New York Stock Exchange 1.250% Notes Due 2031 KO31 New York Stock Exchange 1.625% Notes Due 2035 KO35 New York Stock Exchange 1.100% Notes Due 2036 KO36 New York Stock Exchange 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. ☐           Item 8.01                         Other Events.   Euro-denominated Notes Offering   On September 14, 2020, The Coca-Cola Company (the “Company”) completed a public offering of €1,000,000,000 aggregate principal amount of its 0.125% Notes due 2029, €750,000,000 aggregate principal amount of its 0.375% Notes due 2033 and €850,000,000 aggregate principal amount of its 0.800% Notes due 2040 (collectively, the “Euro Notes”).   In connection with the offering of the Euro Notes, the Company entered into an underwriting agreement, dated September 14, 2020 (the “Euro Notes Underwriting Agreement”), among the Company and the underwriters named therein (the “Euro Notes Underwriters”). Pursuant to the Euro Notes Underwriting Agreement, the Company agreed to sell the Euro Notes to the Euro Notes Underwriters, and the Euro Notes Underwriters agreed to purchase the Euro Notes for resale to the public. The Euro Notes Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Euro Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.   U.S. Dollar-denominated Notes Offering   On September 14, 2020, Company completed a public offering of $1,300,000,000 aggregate principal amount of its 1.000% Notes due 2028, $1,300,000,000 aggregate principal amount of its 1.375% Notes due 2031 and $1,500,000,000 aggregate principal amount of its 2.500% Notes due 2051 (collectively, the “ Dollar Notes,” and together with the Euro Notes, the “Notes”).   In connection with the offering of the Dollar Notes, the Company entered into an underwriting agreement, dated September 14, 2020 (the “Dollar Notes Underwriting Agreement”), among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., as representatives of the several underwriters named therein (together, the “Dollar Notes Underwriters”). Pursuant to the Dollar Notes Underwriting Agreement, the Company agreed to sell the Dollar Notes to the Dollar Notes Underwriters, and the Dollar Notes Underwriters agreed to purchase the Dollar Notes for resale to the public. The Dollar Notes Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Dollar Notes Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.   The offerings of the Notes were made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-234311) filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2019.   The Notes were issued under an Amended and Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture, dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee.   The Company intends to use the net proceeds from the offerings of the Notes, together with cash on hand, if necessary, for the purchase of certain of its outstanding euro and U.S. dollar-denominated notes (together, the “Tender Offer Notes”) and the payment of related accrued and unpaid interest, premiums, fees and expenses (the “Tender Offers”) and the redemptions of certain of the Tender Offer Notes that remain outstanding following the consummation of the Tender Offers, if applicable.   The Euro Notes Underwriting Agreement, the Dollar Notes Underwriting Agreement, the Indenture and the respective forms of global note for the offerings are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.     2     Tender Offers   Attached as Exhibit 99.1 and incorporated herein by reference is a press release dated September 18, 2020 issued by the Company announcing the pricing of the previously announced Tender Offers.   Item 9.01                         Financial Statements and Exhibits.   (d)         Exhibits   In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:   ·                        should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;   ·                        may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;   ·                        may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and   ·                        were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.   Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.       3     EXHIBIT INDEX   Exhibit No.   Description       Exhibit 1.1   Underwriting Agreement relating to the Euro Notes, dated September 14, 2020, among the Company and the Euro Notes Underwriters named therein.       Exhibit 1.2   Underwriting Agreement relating to the Dollar Notes, dated September 14, 2020, among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., as representatives of the several underwriters named therein.       Exhibit 4.1   Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.       Exhibit 4.2   First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.       Exhibit 4.3   Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March 5, 2009.       Exhibit 4.4   Form of Note for 0.125% Notes due 2029.       Exhibit 4.5   Form of Note for 0.375% Notes due 2033.       Exhibit 4.6   Form of Note for 0.800% Notes due 2040.       Exhibit 4.7   Form of Note for 1.000% Notes due 2028.       Exhibit 4.8   Form of Note for 1.375% Notes due 2031.       Exhibit 4.9   Form of Note for 2.500% Notes due 2051.       Exhibit 5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Euro Notes.       Exhibit 5.2   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Dollar Notes.       Exhibit 23.1   Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.1 hereto.       Exhibit 23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP — included as part of Exhibit 5.2 hereto.       Exhibit 99.1   Press release, dated September 18, 2020, of The Coca-Cola Company.       Exhibit 104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).     4     SIGNATURES 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.         THE COCA-COLA COMPANY (REGISTRANT)         Date:  September 18, 2020 By:  /s/ Mark Randazza     Name:   Title: Mark Randazza Vice President, Assistant Controller and Chief Accounting Officer     5