0001104659-14-037797.txt : 20140513 0001104659-14-037797.hdr.sgml : 20140513 20140512214401 ACCESSION NUMBER: 0001104659-14-037797 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140513 DATE AS OF CHANGE: 20140512 GROUP MEMBERS: ATLANTIC INDUSTRIES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEURIG GREEN MOUNTAIN, INC. CENTRAL INDEX KEY: 0000909954 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 030339228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58801 FILM NUMBER: 14835229 BUSINESS ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 BUSINESS PHONE: 8022445621 MAIL ADDRESS: STREET 1: 33 COFFEE LANE CITY: WATERBURY STATE: VT ZIP: 05676 FORMER COMPANY: FORMER CONFORMED NAME: GREEN MOUNTAIN COFFEE ROASTERS INC DATE OF NAME CHANGE: 20030221 FORMER COMPANY: FORMER CONFORMED NAME: GREEN MOUNTAIN COFFEE INC DATE OF NAME CHANGE: 19930729 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 a14-12523_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

KEURIG GREEN MOUNTAIN, INC.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

49271M100

(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 on behalf of filing persons)

Copy to:

Martha E. McGarry, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

May 8, 2014

(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

CUSIP No. 49271M100

	1.	Name of Reporting Persons The Coca-Cola Company

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0

			8.	Shared Voting Power 19,489,730

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 19,489,730

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,037,771

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 16.0%

	14.	Type of Reporting Person CO

CUSIP No. 49271M100

	1.	Name of Reporting Persons Atlantic Industries

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 0

			8.	Shared Voting Power 19,489,730

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 19,489,730

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,037,771

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 16.0%

	14.	Type of Reporting Person CO

Preamble

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D filed by Atlantic Industries, a corporation organized and existing under the laws of the Cayman Islands (“Atlantic”) and indirect wholly owned subsidiary of The Coca-Cola Company (“TCCC”, and together with Atlantic, the “Reporting Persons”), with the Securities and Exchange Commission on March 10, 2014 (the “Statement”), relating to shares of common stock, $0.10 par value per share (“Common Stock”), of Keurig Green Mountain, Inc. (the “Issuer”). This Amendment No. 1 is being filed jointly by the Reporting Persons. Unless otherwise indicated herein, capitalized terms used herein but not defined herein have the meanings ascribed to them in the Statement.

Item 2.

Identity and Background.

Schedule A of the Statement is hereby amended and restated to read in its entirety in the form attached as Schedule A hereto.

Item 3.

Source and Amount of Funds or Other Considerations.

Item 3 of the Statement is hereby amended and supplemented to add the following:

Between May 8, 2014 and May 12, 2014, Atlantic purchased an aggregate of 2,805,591 shares of Common Stock in the open market as set forth in Exhibit 99.4 attached hereto. All such purchases of shares of Common Stock by Atlantic were made, and the purchase contemplated to be made by Atlantic pursuant to the Agreement (as defined below) is expected to be made, using Atlantic’s cash on hand.

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented to add the following:

On May 12, 2014, Atlantic entered into a letter agreement (the “Agreement”) with Credit Suisse Capital LLC (“CS”), pursuant to which Atlantic has agreed to purchase additional shares of Common Stock from CS, as described in further detail in Item 6 below. The Agreement is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and supplemented to add the following:

(a)–(b) As of the date hereof, the Reporting Persons may be deemed to beneficially own an aggregate of 26,037,771 shares of Common Stock, which amount includes 19,489,730 shares of Common Stock held by Atlantic and which amount further assumes that Atlantic has the right to acquire up to 6,548,041 shares of Common Stock pursuant to the Agreement (subject to final determination as set forth in item 6 below), notwithstanding that any such right is subject to the terms and conditions of the Agreement, including without limitation CS’s power to determine the date on which Atlantic’s purchase of such shares will occur. As the ultimate parent company and controlling shareholder of Atlantic, TCCC may be deemed to share with Atlantic voting power and dispositive power with respect to the 19,489,730 shares of Common Stock held by Atlantic. The Reporting Persons do not have voting or dispositive power with respect to the shares of Common Stock that Atlantic has agreed to purchase pursuant to the Agreement. The aggregate number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons represents approximately 16.0% of the currently outstanding Common Stock of the Issuer (based on the 162,736,073 shares of Common Stock that were issued and outstanding as of May 1, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2014).

(c) All transactions in the Common Stock by the Reporting Persons that were effected since the filing of the Statement are set forth in Exhibit 99.4 attached hereto. All transactions set forth in Exhibit 99.4 attached hereto were purchases effected in open market transactions. The Reporting Persons expect to file an amendment to the Statement once the shares of Common Stock are delivered to the Reporting Persons under the Agreement.

Item 6.

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

Item 6 of the Statement is hereby amended and supplemented to add the following:

Pursuant to the Agreement, Atlantic has agreed to purchase from CS, and CS has agreed to sell and deliver to Atlantic, the lesser of (i) 6,548,041 shares of Common Stock or (ii) the number of shares of Common Stock that shall cause Atlantic’s aggregate beneficial ownership to equal 16.0% of the issued and outstanding shares of Common Stock, as reported in the most recent report filed by the Issuer with the Securities and Exchange Commission containing such information as of the date of delivery (rounded down to the nearest whole number of shares). The purchase by Atlantic shall occur on a date selected by Credit Suisse, which shall be no later than February 13, 2015. The purchase price per share purchased under the Agreement will be equal to the product of (i) the arithmetic average of the daily volume-weighted average price per share of Common Stock on each day trading during the period from May 15, 2014 to the date selected by Credit Suisse, as reported by Bloomberg LP, and (ii) 1 plus the Forward Price Adjustment Factor (as defined in the Agreement). The Purchase Price will be adjusted in certain circumstances specified in the Agreement. CS, in its sole discretion, will determine the timing, price and method of execution to acquire the shares to be delivered to Atlantic pursuant to the Agreement, and will have exclusive ownership and control over any such shares until delivered to Atlantic. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement filed as Exhibit 99.5 hereto, which is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented to add the following:

The following documents are filed or incorporated by reference as exhibits to this Statement:

Exhibit Number		Description of Exhibit

Exhibit 99.4		Transactions by the Reporting Persons Since the Filing of the Statement.

Exhibit 99.5		Agreement, dated May 12, 2014, between Atlantic and CS.

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.

	THE COCA-COLA COMPANY


Dated: May 12, 2014	By:	/s/ Kathy N. Waller
		Name:	Kathy N. Waller
		Title:	Executive Vice President and Chief Financial Officer


	ATLANTIC INDUSTRIES


Dated: May 12, 2014	By:	/s/ Kathy N. Waller
		Name:	Kathy N. Waller
		Title:	President and Chief Financial Officer

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY AND ATLANTIC INDUSTRIES

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company (“TCCC”) and Atlantic Industries (“Atlantic”). 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 of Green Mountain Coffee Roasters, Inc. Directors of TCCC and Atlantic who are also executive officers of TCCC or Atlantic are indicated by an asterisk. Except as indicated below, the business address of each executive officer of TCCC or Atlantic 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, President 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	Chairman of the Board of Directors, President and Chief Executive Officer of Aaron’s, Inc.	Aaron’s, Inc. 309 East Paces Ferry Road Suite 1100 Atlanta, GA 30305
Ana Patricia Botín	Chief Executive Officer of Santander UK plc, a leading financial services provider in the United Kingdom and 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 and President 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 of Directors 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	Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance company	CARE USA 151 Ellis Street, NE Atlanta, GA 30303
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 company	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
Maria Elena Lagomasino	Chief Executive Officer and Managing Partners of WE Family Offices, a multi-family office serving global high net worth families	WE Family Offices 701 Brickell Avenue Suite 200 Miami, FL 33131
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 warfare	The Sam Nunn School of International Affairs Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318
James D. Robinson III	Co-Founder and General Partner of RRE Ventures, an early stage technology-focused venture capital firm; President of JD Robinson, Inc, a strategic advisory firm	RRE Investors, LLC 22nd Floor 126 East 56th Street New York, NY 10022
Peter V. Ueberroth	Investor and Chairman of the Contrarian Group, Inc., a business management company	The Contrarian Group, Inc. Suite 111 1071 Camelback Street Newport Beach, CA 92660

EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Muhtar Kent	Chairman of the Board of Directors, President and Chief Executive Officer of The Coca-Cola Company
Ahmet C. Bozer	Executive Vice President of The Coca-Cola Company and President of Coca-Cola International
Alexander B. Cummings, Jr.	Executive Vice President and Chief Administrative Officer of The Coca-Cola Company
J. Alexander M. Douglas, Jr.	Senior Vice President and Global Chief Customer Officer 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 Counsel of The Coca-Cola Company Mr. Goepelt is a citizen of Germany.
Nathan Kalumbu	President of the Eurasia and Africa Group of The Coca-Cola Company Mr. Kalumbu is a citizen of Zimbabwe.
James Quincey	President of the Europe Group of The Coca-Cola Company Mr. Quincey is a citizen of the United Kingdom.
Atul Singh	Group President, Asia, Part of the Asia Pacific Group of The Coca-Cola Company
Brian Smith	President of the Latin America Group of The Coca-Cola Company
Joseph V. Tripodi	Executive Vice President and Chief Marketing and Commercial Officer 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
Guy Wollaert	Senior Vice President and Chief Technical Officer of The Coca-Cola Company Mr. Wollaert is a citizen of Belgium.

DIRECTORS OF ATLANTIC INDUSTRIES

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Robert J. Jordan, Jr.*	Vice President and General Tax Counsel of Atlantic Industries
Christopher P. Nolan*	Vice President and Treasurer of The Coca-Cola Company and Vice President and Treasurer of Atlantic Industries
Marie D. Quintero-Johnson	Vice President of The Coca-Cola Company
Larry M. Mark*	Vice President and Controller of The Coca-Cola Company and Vice President and Controller of Atlantic Industries

EXECUTIVE OFFICERS OF ATLANTIC INDUSTRIES

NAME	PRINCIPAL OCCUPATION OR EMPLOYMENT	ADDRESS
Bernhard Goepelt	Senior Vice President, General Counsel and Chief Legal Counsel of The Coca-Cola Company and Vice President and General Counsel of Atlantic Industries
Robert J. Jordan, Jr.	Vice President and General Tax Counsel of Atlantic Industries
Larry M. Mark	Vice President and Controller of The Coca-Cola Company and Vice President and Controller of Atlantic Industries
Christopher P. Nolan	Vice President and Treasurer of The Coca-Cola Company and Vice President and Treasurer of Atlantic Industries
Kathy N. Waller	Executive Vice President and Chief Financial Officer of The Coca-Cola Company and President and Chief Financial Officer of Atlantic Industries

EX-99.4 2 a14-12523_1ex99d4.htm EX-99.4

Exhibit 99.4

TRANSACTIONS BY THE REPORTING PERSONS
SINCE THE FILING OF THE STATEMENT

The following table sets forth all transactions with respect to Common Stock effected by any of the Reporting Persons since their last filing on Schedule 13D. All such transactions were purchases of Common Stock effected by Atlantic Industries in the open market.

Date of Transaction	Number of Shares	Price Per Share ($)
May 8, 2014	100	96.6450
	100	96.7400
	100	96.7500
	200	96.8200
	100	96.8600
	100	96.8900
	400	96.9150
	300	96.9200
	2,800	97.0000
	200	99.9600
	200	99.9700
	2,129	100.0000
	100	100.2050
	100	100.2100
	100	100.2250
	300	100.2400
	1,300	100.2500
	800	100.2800
	800	100.2900
	400	100.3150
	800	100.3200
	300	100.3300
	2,100	100.3400
	800	100.3700
	181	100.3750
	1,282	100.3900
	500	100.4100
	800	100.4400
	100	100.4500
	2,500	100.4600
	100	101.1000

		1		101.1200
		900		101.1680
		99		101.1800
		500		101.1900
		50		101.2000
		751		101.2200
		100		101.2500
		600		101.3000
		200		101.3700
		100		101.3800
		1,350		101.3900
		1,593		101.4000
		100		101.4100
		800		101.4200
		400		101.4500
		424		101.4800
		730		101.5000
		9		101.5300
		100		101.5600
		1,027		101.5800
		890		101.5900
		600		101.6000
		200		101.6200
		1,200		101.6300
		400		101.6500
		100		101.6700
		376		101.6900
		514		101.7000
		400		101.7200
		152		101.7500
		10		101.7600
		608		101.7700
		290		101.7800
		450		101.7900
		500		101.8000
		319		101.8100
		100		101.8600
		589		101.8700
		200		101.8800
		100		101.9100
		1,076		101.9400
		100		101.9450
		700		101.9500
		100		101.9900
		2,618		102.0000

		382		102.0100
		100		102.0200
		600		102.1800
		1,900		102.1900
		1,000		102.2200
		200		102.2250
		400		102.2400
		1,400		102.2600
		700		102.2700
		900		102.2800
		2,100		102.3000
		100		102.3930
		800		102.4000
		500		102.4200
		2,400		102.4300
		100		102.4500
		100		102.4550
		210		102.4700
		800		102.4800
		1,700		102.4900
		600		102.4950
		200		102.5000
		604		102.5100
		1,700		102.5200
		100		102.5250
		2,700		102.5300
		2,400		102.5400
		196		102.5500
		300		102.5800
		400		102.5900
		700		102.6300
		100		102.6500
		1,900		102.6600
		100		102.6700
		100		102.6800
		1,000		102.6900
		199		102.7000
		600		102.7200
		1,300		102.7400
		2,322		102.7500
		833		102.7600
		300		102.7700
		200		102.7800
		1,700		102.7900
		4,400		102.8000

		101		102.8100
		1,800		102.8200
		300		102.8300
		100		102.8350
		89		102.8400
		260		102.8500
		1,886		102.8600
		300		102.8700
		100		102.8800
		200		102.8900
		2,300		102.9000
		200		102.9100
		7		102.9200
		1,007		102.9300
		7		102.9400
		479		102.9600
		400		102.9700
		607		102.9800
		7		102.9900
		7		103.0000
		479		103.0100
		300		103.0200
		100		103.0240
		200		103.0250
		126		103.0300
		407		103.0600
		495		103.0700
		7		103.0900
		286		103.1000
		1,700		103.1100
		74		103.1300
		300		103.1400
		900		103.2100
		400		103.2500
		5		103.2675
		700		103.4200
		600		103.4300
		1,471		103.4600
		129		103.4700
		234		103.5900
		1,000		103.6800
		100		103.8900
		166		103.9100
		100		103.9300
		900		103.9500

		999		103.9600
		100		103.9650
		1,403		103.9700
		300		103.9750
		800		103.9800
		300		103.9900
		100		103.9950
		29,964		104.0000
		100		104.0100
		3,010		104.0150
		200		104.0200
		100		104.0260
		300		104.0300
		200		104.0325
		2,100		104.0340
		2,062		104.0450
		1,821		104.0500
		300		104.0510
		100		104.0520
		700		104.0540
		2,931		104.0550
		3,170		104.0600
		100		104.0625
		300		104.0650
		1,500		104.0700
		1,701		104.0750
		2,194		104.0800
		400		104.0810
		400		104.0840
		7,513		104.0850
		18,328		104.0900
		2,200		104.0910
		1,200		104.0920
		2,500		104.0925
		11,483		104.0950
		65,908		104.1000
		300		104.1100
		300		104.1130
		2,338		104.1150
		756		104.1200
		300		104.1230
		700		104.1250
		1,000		104.1300
		3,406		104.1350
		3,100		104.1400

	600	104.1450
	1,500	104.1500
	700	104.1700
	100	104.1750
	700	104.1800
	1,485	104.1850
	4,930	104.1900
	1,419	104.1950
	4,661	104.2000
May 9, 2014	400	103.5000
	100	103.6400
	100	103.6650
	100	103.6700
	300	103.6750
	99	103.7000
	300	103.7400
	100	103.7450
	807	103.7500
	100	103.7540
	100	103.7600
	3	103.7700
	302	103.7800
	100	103.7830
	200	103.7900
	100	103.7990
	100	103.8000
	300	103.8060
	660	103.8100
	200	103.8200
	800	103.8250
	2,064	103.8300
	300	103.8350
	300	103.8450
	300	103.8500
	400	103.8550
	2,700	103.8600
	300	103.8650
	700	103.8700
	300	103.8750
	100	103.8800
	100	103.8850
	600	103.8900
	1,600	103.8950
	996	103.9000
	29,464	104.0000

		100		104.8600
		800		104.9250
		500		104.9300
		200		104.9500
		1,000		104.9650
		100		104.9750
		4,100		104.9800
		700		104.9850
		1,100		104.9900
		1,200		104.9950
		15,900		105.0000
		900		105.0800
		100		105.1400
		100		105.1500
		200		105.2500
		100		105.2800
		100		105.3000
		100		105.3100
		200		105.3200
		200		105.3300
		3		105.3800
		197		105.4100
		200		105.4800
		200		105.4900
		200		105.5300
		100		105.5800
		300		105.5900
		300		105.6900
		400		105.8600
		400		105.9000
		200		105.9200
		200		105.9400
		100		105.9700
		500		105.9800
		700		106.0000
		100		106.0300
		1,500		106.0600
		500		106.1100
		1,500		106.1300
		100		106.1350
		4,597		106.1400
		800		106.1500
		100		106.1550
		200		106.1600
		100		106.1650

		200		106.1700
		300		106.1750
		400		106.1800
		1		106.1900
		999		106.2000
		500		106.2050
		700		106.2100
		1,878		106.2200
		100		106.2225
		400		106.2250
		478		106.2300
		430		106.2350
		1,500		106.2400
		3,000		106.2450
		2,489		106.2500
		1,400		106.2600
		1,100		106.2650
		300		106.2700
		300		106.2800
		200		106.2900
		25		106.2950
		3,117		106.3000
		200		106.3025
		700		106.3050
		500		106.3060
		200		106.3075
		3,638		106.3100
		800		106.3150
		1,976		106.3200
		2,130		106.3250
		5,536		106.3300
		600		106.3340
		300		106.3350
		7,453		106.3400
		1,000		106.3450
		10,257		106.3500
		2,048		106.3550
		2,400		106.3600
		1,794		106.3650
		1,600		106.3700
		200		106.3750
		1,700		106.3800
		800		106.3850
		1,000		106.3900
		528		106.3950

		4,259		106.4000
		100		106.4050
		3,902		106.4100
		1,100		106.4150
		1,780		106.4200
		300		106.4250
		5,476		106.4300
		800		106.4350
		5,812		106.4400
		2,687		106.4450
		6,026		106.4500
		1,373		106.4550
		8,053		106.4600
		800		106.4650
		100		106.4675
		3,662		106.4700
		5,599		106.4750
		6,369		106.4800
		659		106.4850
		5,466		106.4900
		2,659		106.4950
		16,052		106.5000
		776		106.5100
		100		106.5200
		1,100		106.5300
		400		106.5400
		100		106.5450
		608		106.5500
		800		106.5600
		2,172		106.5700
		200		106.5800
		18		106.5900
		418		106.6000
		228		106.6050
		1,179		106.6100
		270		106.6200
		100		106.6250
		2,216		106.6300
		300		106.6350
		836		106.6400
		200		106.6450
		2,170		106.6500
		400		106.6550
		2,135		106.6600
		200		106.6650

		2,500		106.6700
		100		106.6750
		5,612		106.6800
		400		106.6825
		300		106.6850
		100		106.6875
		1,184		106.6900
		5,228		106.7000
		500		106.7050
		3,594		106.7100
		2,300		106.7150
		10,711		106.7200
		900		106.7220
		100		106.7250
		4,149		106.7300
		200		106.7350
		8,404		106.7400
		200		106.7450
		15,313		106.7500
		200		106.7520
		100		106.7550
		7,068		106.7600
		100		106.7690
		3,119		106.7700
		3,301		106.7800
		600		106.7850
		2,270		106.7900
		3,600		106.7950
		2,870		106.8000
		100		106.8050
		5,010		106.8100
		200		106.8150
		4,909		106.8200
		500		106.8240
		400		106.8250
		1,034		106.8300
		1,500		106.8350
		2,999		106.8400
		1,491		106.8500
		692		106.8600
		1,678		106.8700
		2,579		106.8800
		4,121		106.8900
		2,454		106.9000
		300		106.9050

		2,824		106.9100
		1,757		106.9200
		100		106.9250
		3,394		106.9300
		200		106.9325
		200		106.9350
		1,043		106.9400
		2,618		106.9450
		7,549		106.9500
		400		106.9550
		3,200		106.9600
		1,624		106.9650
		4,510		106.9700
		1,432		106.9750
		4,699		106.9800
		826		106.9850
		5,200		106.9900
		200		106.9950
		46,818		107.0000
		1,800		107.0100
		2,544		107.0200
		300		107.0250
		3,800		107.0300
		300		107.0350
		3,498		107.0400
		100		107.0450
		3,309		107.0500
		5,091		107.0600
		100		107.0650
		5,342		107.0700
		400		107.0750
		3,414		107.0800
		600		107.0840
		200		107.0850
		6,212		107.0900
		600		107.0950
		3,896		107.1000
		200		107.1050
		7,560		107.1100
		100		107.1150
		2,521		107.1200
		100		107.1250
		3,254		107.1300
		100		107.1350
		3,319		107.1400

		1,102		107.1500
		900		107.1550
		551		107.1600
		300		107.1700
		1,000		107.1800
		100		107.1850
		2,300		107.1900
		1,200		107.1950
		1,202		107.2000
		100		107.2050
		800		107.2100
		1,320		107.2200
		200		107.2250
		1,107		107.2300
		400		107.2350
		1,392		107.2400
		367		107.2450
		6,591		107.2500
		100		107.2550
		100		107.2600
		400		107.2700
		100		107.2900
		400		107.3000
		300		107.3100
		200		107.3200
		200		107.3250
		300		107.3300
		1,233		107.3400
		1,900		107.3500
		1,001		107.3600
		100		107.3650
		700		107.3700
		1,200		107.3800
		1,040		107.3900
		400		107.4000
		321		107.4100
		500		107.4200
		168		107.4300
		100		107.4350
		500		107.4400
		200		107.4450
		1,602		107.4500
		100		107.4550
		100		107.4560
		2,298		107.4600

		700		107.4650
		1,500		107.4700
		100		107.4750
		3,509		107.4800
		274		107.4850
		1,700		107.4900
		100		107.4950
		46,654		107.5000
		200		107.5100
		300		107.5200
		400		107.5300
		1,406		107.5400
		300		107.5450
		2,000		107.5500
		300		107.5550
		864		107.5600
		830		107.5700
		1,000		107.5800
		1,224		107.5900
		100		107.5950
		200		107.6000
		2,975		107.6100
		700		107.6200
		1,200		107.6300
		700		107.6400
		200		107.6500
		300		107.6700
		300		107.6800
		1,200		107.6900
		300		107.7000
		900		107.7200
		600		107.7300
		100		107.7400
		200		107.7425
		300		107.7500
		400		107.7550
		300		107.7650
		200		107.7700
		300		107.7750
		1,000		107.7800
		100		107.7900
		100		107.8125
		100		107.8200
		100		107.8250
		600		107.8300

		200		107.8450
		1,000		107.8600
		100		107.8620
		3,320		107.8700
		200		107.8750
		400		107.8800
		631		107.8900
		1,188		107.8950
		400		107.9000
		958		107.9050
		300		107.9100
		1,000		107.9200
		100		107.9250
		200		107.9300
		300		107.9330
		269		107.9350
		200		107.9375
		400		107.9400
		700		107.9450
		4,135		107.9500
		400		107.9550
		500		107.9600
		6,400		107.9650
		3,438		107.9700
		200		107.9750
		1,050		107.9800
		100		107.9825
		1,539		107.9850
		1,609		107.9900
		100		107.9950
		15,878		108.0000
		100		108.0150
		300		108.0250
		4,100		108.0300
		5,793		108.0350
		3,000		108.0400
		2,600		108.0450
		4,507		108.0500
		600		108.0550
		2,600		108.0600
		300		108.0650
		3,100		108.0700
		2,600		108.0750
		900		108.0800
		400		108.0850

		1,200		108.0900
		500		108.0950
		400		108.1000
		3,200		108.1100
		100		108.1150
		3,700		108.1200
		1,198		108.1250
		600		108.1300
		2,430		108.1400
		890		108.1500
		100		108.1550
		320		108.1600
		2,428		108.1700
		2,800		108.1800
		650		108.1850
		2,960		108.1900
		100		108.1950
		1,300		108.2000
		101		108.2050
		1,100		108.2100
		500		108.2200
		2,300		108.2300
		1,395		108.2350
		3,463		108.2400
		500		108.2425
		800		108.2450
		21,229		108.2500
		4,900		108.2760
		1,000		108.2840
		400		108.2900
		306		108.2950
		1,200		108.3000
		1,400		108.3100
		800		108.3200
		300		108.3250
		1,000		108.3300
		200		108.3600
		1,500		108.3625
		2,347		108.3650
		12,528		108.3700
		2,000		108.3725
		3,500		108.3750
		5,434		108.3800
		1,117		108.3850
		313		108.3920

		900		108.3950
		1,663		108.4000
		100		108.4020
		2,427		108.4150
		100		108.4210
		200		108.4230
		100		108.4275
		1,050		108.4350
		200		108.4425
		522		108.4450
		1,400		108.4800
		115		108.4820
		300		108.4850
		300		108.4900
		100		108.4950
		46,270		108.5000
		100		108.5050
		2,300		108.5100
		500		108.5200
		100		108.5240
		2,213		108.5250
		1,600		108.5300
		504		108.5350
		2,402		108.5400
		1,100		108.5450
		1,494		108.5500
		811		108.5550
		1,200		108.5600
		500		108.5650
		100		108.5800
		1,156		108.6000

May 12, 2014	100	107.6800
	500	107.7825
	1,800	107.7950
	1,500	107.8025
	199,900	107.8050
	500	107.8250
	200	107.8300
	300	107.8360
	1,000	107.8400
	112	107.8450
	800	107.8475
	1,200	107.8500
	1,619	107.8550
	1,100	107.8600
	4,156	107.8650
	7,500	107.8700
	1,000	107.8725
	500	107.8750
	4,910	107.8800
	1,465	107.8850
	1,300	107.8900
	300	107.8920
	2,300	107.8950
	11,368	107.9000
	100	107.9040
	9,200	107.9100
	300	107.9150
	300	107.9350
	5,735	107.9400
	251,300	107.9450
	1,825	107.9500
	44,570	107.9550
	2,600	107.9600
	200	107.9650
	1,345	107.9700
	1,100	107.9750
	1,500	107.9760
	1,300	107.9800
	10,900	107.9850
	1,200	107.9900
	600	107.9950
	87,789	108.0000
	400	108.1850
	100	108.3150
	3,000	108.3400
	400	108.3600
	200	108.3900

		1,299		108.3950
		300		108.4150
		100		108.4250
		100		108.4300
		300		108.4350
		200		108.4400
		500		108.4500
		600		108.4600
		500		108.4700
		100		108.4750
		1,000		108.4900
		300		108.4950
		19,843		108.5000
		100		108.6300
		100		108.6350
		400		108.6400
		300		108.6450
		994		108.6500
		200		108.6550
		800		108.6600
		489		108.6700
		200		108.7000
		100		108.7100
		200		108.7150
		2,300		108.7200
		8,000		108.7275
		100		108.7300
		2,705		108.7350
		2,113		108.7400
		1,901		108.7450
		11,454		108.7500
		1,600		108.7600
		200		108.7700
		50,900		108.7800
		300		108.7850
		300		108.7900
		70,000		108.7950
		200		108.8000
		4,000		108.8050
		500		108.8100
		600		108.8200
		466		108.8300
		1,601		108.8350
		5,334		108.8400
		100		108.8450
		1,500		108.8500

		900		108.8550
		1,700		108.8600
		400		108.8650
		2,300		108.8700
		1,700		108.8800
		1,000		108.8850
		500		108.9000
		2,814		108.9050
		1,300		108.9100
		1,500		108.9200
		601		108.9250
		200		108.9300
		1,066		108.9350
		5,700		108.9400
		4,601		108.9450
		700		108.9500
		2,689		108.9550
		23,400		108.9600
		700		108.9650
		3,625		108.9700
		1,130		108.9750
		1,508		108.9800
		100		108.9840
		1,604		108.9850
		8,551		108.9900
		6,147		108.9950
		74,652		109.0000
		100		109.0100
		400		109.0150
		400		109.0550
		100		109.0600
		500		109.1000
		100		109.1300
		100		109.1500
		100		109.1700
		528		109.1750
		898		109.1800
		425		109.1850
		1,500		109.1900
		300		109.1950
		5,000		109.2000
		3,200		109.2050
		600		109.2100
		1,700		109.2150
		699		109.2200
		2,004		109.2250

		2,800		109.2300
		1,600		109.2350
		3,815		109.2400
		15,604		109.2450
		44,923		109.2500
		431		109.2800
		5,000		109.3400
		5,000		109.3500
		100		109.3650
		200		109.3800
		3,792		109.3850
		3		109.3900
		100		109.4000
		3,900		109.4050
		1,197		109.4100
		100		109.4200
		1,500		109.4250
		304		109.4300
		1,296		109.4350
		400		109.4400
		396		109.4500
		492		109.4600
		701		109.4650
		725		109.4700
		300		109.4710
		1,600		109.4750
		1,830		109.4800
		4,031		109.4850
		3,306		109.4900
		4,206		109.4950
		11,962		109.5000
		700		109.5100
		900		109.5200
		800		109.5400
		700		109.5500
		276		109.5600
		100		109.5650
		2,105		109.5700
		500		109.5800
		1,095		109.5900
		1,600		109.6000
		300		109.6200
		1,300		109.6300
		200		109.6400
		600		109.6500
		900		109.6600

		300		109.6700
		900		109.6800
		200		109.6900
		5,600		109.7000
		400		109.7750
		100		109.7800
		100		109.7850
		200		109.7900
		100		109.8000
		200		109.8050
		2,000		109.8500
		100		109.8750
		800		109.8900
		100		109.8950
		100		109.9050
		100		109.9150
		100		109.9200
		700		109.9210
		1,200		109.9250
		400		109.9300
		200		109.9400
		301		109.9450
		200		109.9500
		1,100		109.9550
		3,300		109.9600
		1,605		109.9650
		3,800		109.9700
		100		109.9740
		2,206		109.9750
		5,400		109.9800
		100		109.9825
		4,921		109.9850
		10,336		109.9900
		6,102		109.9950
		27,758		110.0000
		300		110.0200
		200		110.0300
		100		110.0400
		400		110.0600
		700		110.1000
		912		110.1200
		500		110.1300
		100		110.1400
		100		110.1450
		1,100		110.1550
		500		110.1700

		400		110.1750
		832		110.1800
		700		110.1850
		500		110.1900
		200		110.2000
		4,773		110.2050
		700		110.2100
		300		110.2200
		100		110.2300
		6,518		110.2350
		550		110.2400
		100		110.2450
		13,630		110.2500
		20,000		110.3500
		10,000		110.4100
		20,000		110.4600
		50,109		110.4700
		100		110.4900
		8,000		110.4920
		11,650		110.4950
		24,226		110.5000
		200,000		110.7100

EX-99.5 3 a14-12523_1ex99d5.htm EX-99.5

Exhibit 99.5

Execution Version

May 12, 2014

To: Atlantic Industries

135 South Church Street

George Town, Grand Cayman, Cayman Islands, BWI

Facsimile: (404) 598-6913

Attention: Christopher Nolan

From: Credit Suisse Capital LLC

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

Re: Share Purchase Transaction

Dear Sirs and Mesdames,

This letter agreement (this “Confirmation”) sets forth the terms and conditions of the share purchase transaction (the “Transaction”) entered into between Atlantic Industries (“Counterparty”) and Credit Suisse Capital LLC (“CS”), represented by Credit Suisse Securities (USA) LLC (“Agent”) as its agent, on the Trade Date specified below. This Confirmation constitutes a “Confirmation” under the Agreement specified below.

1. The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Definitions”) (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. The Transaction shall be deemed to be a “Share Forward Transaction” for purposes of the Definitions. This Confirmation evidences a complete and binding agreement between Counterparty and CS as to the terms of the Transaction.

This Confirmation supplements, forms part of and is subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if CS and Counterparty had executed an agreement in such form (without any Schedule except for (i) the election of New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and United States Dollars (“USD”) as the Termination Currency and (ii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to each of CS and Counterparty as if (x) the phrase “, or becoming capable at such time of being declared,” were deleted from Section 5(a)(vi)(1) of the Agreement and (y) the “Threshold Amount” with respect to each of CS and Counterparty were USD250 million). If there is any inconsistency among the Agreement, this Confirmation and the Definitions, the following will prevail in the order of precedence indicated: (i) this Confirmation; (ii) the Definitions; and (iii) the Agreement.

2. The terms of the Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:		May 12, 2014

Buyer:		Counterparty

Seller:		CS

Issuer:		Keurig Green Mountain, Inc.

Shares:		The common stock, par value USD0.10, of Issuer (Exchange symbol: GMCR)

Exchange:		The NASDAQ Global Select Market

Related Exchange:		All Exchanges

Prepayment / Variable Obligation:		Not Applicable

Settlement Terms:

Physical Settlement:		Applicable. With respect to any Shares delivered by CS under the Transaction, the Representation and Agreement contained in Section 9.11 of the Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that would arise to the extent that Counterparty were, and as a result of Counterparty being, deemed to be an “affiliate” of Issuer (as such term is used in the Securities Act of 1933, as amended (the “Securities Act”)).

Number of Shares:		The lesser of (a) 6,548,041 and (b) the number of Shares that, together with (x) the 16,684,139 Shares purchased by Counterparty pursuant to the Stock Purchase Agreement with Issuer dated February 4, 2014 and (y) the 2,805,591 Shares purchased by Counterparty through Agent as agent from, and including, May 8, 2014 to, and including, the Trade Date (such Shares described in clauses (x) and (y) and any Shares received by Counterparty in respect of such Shares as a result of stock splits, stock dividends or similar events, the “Owned Shares”), equals 16% of the outstanding Shares, as reported in the most recent report filed by Issuer with the Securities and Exchange Commission containing such information as of such time (rounded down to the nearest whole number of Shares) (the “Ownership Limit”). If the Number of Shares is less than 6,548,041, then the Calculation Agent may make adjustments to the other terms of the Transaction as appropriate to account for the economic effect of such occurrence. Notwithstanding any other provision of this Confirmation, the Definitions or the Agreement to the contrary, in no event shall the Number of Shares be increased so that the Number of Shares, together with the Owned Shares, exceeds the Ownership Limit.

Calculation Period:		The period commencing on and including the third Scheduled Trading Day immediately following the Trade Date and ending on and including the Termination Date.

Settlement Date:		The date one Settlement Cycle immediately following the Termination Date.

Termination Date:		The earlier of (x) the Scheduled Termination Date and (y) any Exchange Business Day (the “Accelerated Termination Date”) designated by CS in its sole discretion by notice to Counterparty prior to 11:59 p.m. (New York City time) on the designated Accelerated Termination Date.

Scheduled Termination Date:		February 13, 2015

Number of Shares to be Delivered:		Number of Shares

Forward Price:		The product of (x) the arithmetic average of the Daily VWAPs for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below, and (y) (A) 1 plus (B) the Forward Price Adjustment Factor.

Daily VWAP:		For each Valuation Date, the volume-weighted average price per Share on such day as published on Bloomberg Page “GMCR <Equity> AQR” or any successor page thereto, or if such price is not so reported on such Valuation Date for any reason or is manifestly erroneous, as determined by the Calculation Agent.

Forward Price Adjustment Factor:		Such amount as may be agreed between the parties from time to time.

Valuation Disruption:		If a Disrupted Day occurs during the Calculation Period, CS may, by written notice to Counterparty, postpone the Scheduled Termination Date by up to one Scheduled Trading Day for each such Disrupted Day. The Calculation Agent shall also determine whether any such Disrupted Day (i) is a Disrupted Day in full, in which case the Daily VWAP for such Disrupted Day shall not be included for purposes of determining the Forward Price, or (ii) is a Disrupted Day only in part, in which case the Daily VWAP for such Disrupted Day shall be determined by the Calculation Agent using a volume-weighted method based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the Forward Price shall be determined by the Calculation Agent based on an appropriately weighted average of the Daily VWAPs for the Exchange Business Days in the Calculation Period instead of an arithmetic average.

		Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the

		date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.

		If a Disrupted Day occurs during the Calculation Period, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent shall deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day.

Market Disruption Events:		Section 6.3(a) of the Equity Definitions is hereby amended (A) by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” in clause (ii) thereof, and (B) by replacing the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory Disruption.”

		Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Regulatory Disruption:		Any event that CS or its affiliates (collectively, “Credit Suisse”), in its discretion, determines, based on the advice of nationally recognized outside counsel, makes it advisable with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures, applied generally by Credit Suisse in the relevant business on a non-discriminatory basis, for Credit Suisse to refrain from or decrease any market activity in connection with the Transaction.

Share Adjustments:

Method of Adjustment:		Calculation Agent Adjustment

		For the avoidance of doubt, the Calculation Agent shall determine any adjustment by reference to a commercially reasonable hedge position that would be maintained by a hypothetical broker-dealer similarly situated to CS in respect of a transaction between such broker-dealer and Counterparty with the same terms as the Transaction and shall take into account any applicable withholding or deduction of taxes.

Extraordinary Dividend:		Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions).

Extraordinary Events:

New Shares:		In the definition of New Shares in Section 12.1(i) of the Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors)”.

Consequences of Merger Events:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Cancellation and Payment

(c) Share-for-Combined:		Component Adjustment

Tender Offer:		Applicable; provided that for purposes of Section 12.3(d) of the Definitions, references in the definition of “Tender Offer” in the Definitions to “10%” shall be replaced with “25%”.

Consequences of Tender Offer:

(a) Share-for-Share:		Modified Calculation Agent Adjustment

(b) Share-for-Other:		Modified Calculation Agent Adjustment

(c) Share-for-Combined:		Modified Calculation Agent Adjustment

Nationalization, Insolvency or Delisting:		Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Definitions, it shall also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

(a) Change in Law:		Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

(b) Insolvency Filing:		Applicable

(c) Hedging Disruption:		Not Applicable

(d) Increased Cost of Hedging:		Not Applicable

Hedging Party:		For all applicable events, CS

Determining Party:		For all applicable events, CS

Calculation Agent:		CS, whose determinations, adjustments and calculations in its capacity as Calculation Agent, as well as any determinations, adjustments or calculations by CS in its capacity as Determining Party, pursuant to this Confirmation, the

		Agreement and the Definitions shall be made in good faith and in a commercially reasonable manner; provided that, following the occurrence and during the continuation of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which CS is the Defaulting Party, Counterparty shall have the right to designate an independent equity derivatives dealer to replace CS as Calculation Agent, the parties shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent and CS shall bear any reasonable costs incurred by Counterparty in connection with such replacement. In the event the Calculation Agent or Determining Party makes any calculation, adjustment or determination pursuant to this Confirmation, the Agreement or the Definitions, upon reasonable request by Counterparty, the Calculation Agent or Determining Party (as the case may be) shall promptly provide an explanation in reasonable detail of the basis for any such determination, adjustment or calculation (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Calculation Agent’s or Determining Party’s (as the case may be) proprietary or confidential models or any other proprietary or confidential information).

		The Calculation Agent shall use commercially reasonable efforts to make any adjustment required or, to the extent it makes any such adjustment, permitted to be made to the terms of the Transaction as promptly as reasonably practicable following the occurrence of the event giving rise to any such adjustment, and the Calculation Agent shall use commercially reasonable efforts to notify Counterparty of the event giving rise to such adjustment, the terms being adjusted and, for each term so adjusted, such term, in each case, as promptly as reasonably practicable after giving effect to such adjustment.

Non-Reliance:		Applicable

Agreements and Acknowledgments Regarding Hedging Activities:		Applicable

Additional Acknowledgments:		Applicable

3. Additional Provisions Relating to Transactions in the Shares.

(a) Counterparty acknowledges and agrees that CS may, during the period from and including the Trade Date to and including the earlier of (i) the Scheduled Termination Date and (ii) the date five Exchange Business Days immediately following the Termination Date (the “Relevant Period”), purchase Shares or enter into other hedging transactions in connection with the Transaction, but that CS is under no obligation to do so. Any such purchases or other transactions will be conducted independently of Counterparty. The timing of any such purchases or other transactions by CS, the number of Shares purchased or volume or terms of other transactions effected by CS on any day, the price paid per Share pursuant to such purchases or other transactions and the manner in which such purchases are made or such other transactions are executed,

including without limitation whether such purchases or other transactions are made on any securities exchange or privately, shall be within the absolute discretion of CS. CS shall make any purchases in connection with the Transaction in a manner that it believes in good faith to be in accordance with applicable law. Any losses or gains resulting from such activity will be for CS’s own account. Notwithstanding anything herein to the contrary, CS agrees that it shall not, directly or indirectly, prior to the Settlement Date (or such earlier date of termination pursuant to Section 6 of the Agreement or Section 12 of the Definitions) sell any Shares or enter into a “put equivalent position”, as defined in Rule 16(a)-1(h) under the Exchange Act, with respect to Shares in connection with the Transaction (and other than the sale of the Shares to Counterparty pursuant to the terms hereof).

(b) During the Relevant Period, without the prior written consent of CS, Counterparty and its Affiliates shall not, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument with a hedging, averaging, valuation or similar relevant period that overlaps with the Relevant Period) purchase or sell, offer to purchase or sell, place any bid or limit order that would effect a purchase or sale of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares.

4. Additional Representations, Warranties and Agreements.

(a) In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere in this Confirmation, Counterparty represents and warrants to and for the benefit of, and agrees with, CS as follows:

(i) As of the Trade Date, neither Counterparty nor The Coca-Cola Company (“Parent”) is aware of any material nonpublic information regarding Issuer or the Shares.

(ii) Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation of the Exchange Act.

(iii) Counterparty is not and, after giving effect to the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(iv) Counterparty is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “CEA”), and is a “qualified investor” as that term is defined in the Exchange Act.

(b) CS represents and warrants to Counterparty that:

(i) It is an “eligible contract participant” as defined in Section 1a(18) of the CEA, and is a “qualified investor” as that term is defined in the Exchange Act.

(ii) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes.

(c) Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to CS that (i) it has the financial ability to bear the economic risk of its investment

in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under the Agreement, the Securities Act and state securities laws.

(d) Counterparty acknowledges that CS has informed Counterparty that CS is a “financial institution” and a “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”). The parties hereto further agree and acknowledge that it is the intent of the parties that this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code and (B) CS is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(o), 546(e), 548(d)(2), 555 and 561 of the Bankruptcy Code.

(e) It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act, and the parties agree that this Confirmation shall be interpreted to comply with the requirements of such Rule. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that, subject to CS’s obligations in Section 3(a) hereof, (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether CS effects any purchases of Shares or enters into any other hedging transactions in connection with the Transaction, (B) during the Relevant Period, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any material nonpublic information regarding Issuer or the Shares to any employee of CS or its Affiliates that Counterparty reasonably believes to be responsible for trading the Shares or executing other hedging transactions in connection with the transactions contemplated hereby, (C) Counterparty is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Counterparty will not “alter or deviate” from this Confirmation in a manner that would cause purchases hereunder not to be “pursuant to a contract, instruction or plan” (within the meaning of Rule 10b5-1(c)(1)(i)(C)) or enter into or alter a “corresponding or hedging transaction” (within the meaning of Rule 10b5-1(c)(1)(i)(C)) with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or Parent is aware of any material nonpublic information regarding Issuer or the Shares.

5. Acknowledgements Regarding Hedging.

Counterparty acknowledges and agrees that:

(a) During the Relevant Period, CS and its Affiliates may buy Shares or, subject to Section 3(a) above, buy or sell other securities, options or futures contracts or enter into swaps or other derivative securities, in each case in connection with the Transaction;

(b) CS and its Affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction;

(c) Without limiting the generality of Section 3(a) above but subject to the last sentence thereof, CS shall make its own determination as to whether, when or in what manner any hedging or market activities in Shares shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and/or the Daily VWAP; and

(d) Any market activities of CS and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and/or the Daily VWAP, each in a manner that may be adverse to Counterparty.

6. Staggered Settlement. CS may, by notice to Counterparty on or prior to the Settlement Date, elect to deliver any Shares deliverable on the Settlement Date on two or more dates occurring on or prior to the Settlement Date or at two or more times on the Settlement Date.

7. Transfer. Notwithstanding anything to the contrary in the Agreement, CS may assign or transfer its rights or obligations under the Transaction, in whole or in part, to (x) Credit Suisse International (“CSI”) or (y) any of its Affiliates of equivalent or better credit quality (or whose obligations under the Transaction are guaranteed by a person of such credit quality) whose obligations hereunder are guaranteed by Counterparty, CSI or Credit Suisse Group AG; provided that, under applicable law as in effect on the date of such transfer or assignment, (i) Counterparty will not be required to pay to the transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement as a result of such transfer or assignment; and (ii) Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) of the Agreement following such transfer or assignment.

8. Account Details.

Payments to CS:		To be advised

Deliveries of Shares to Counterparty:		To be advised

9. Submission to Jurisdiction; Waiver of Jury Trial.

(a) Each party hereby submits to the non-exclusive jurisdiction of the Courts of the State of New York or the U.S. federal courts in each case located in the Borough of Manhattan in New York City.

(b) CS and Counterparty hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to the Agreement, this Confirmation or the Transaction contemplated hereby.

10. Tax Disclosure. Notwithstanding any provision in this Confirmation, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

11. FATCA and Tax Forms.

(a) “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include (A) any tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”) and (B) any tax imposed or collected pursuant to Section 871(m) of the Code or any current or future regulations or official interpretation thereof (a “Section 871(m) Withholding Tax”). For the avoidance of doubt, each of the FATCA Withholding Tax and Section 871(m) Withholding Tax is a tax deduction or withholding of which is required by applicable law for purposes of Section 2(d) of the Agreement. Counterparty acknowledges and agrees that CS may, at its discretion, treat the Transaction as a “specified national contract” under Section 871(m) of the Code.

(b) CS shall provide Counterparty a correct, complete and executed United States Internal Revenue Service Form W-9 (or any successor thereto) (i) upon the execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any Form W-9 (or any successor thereto) previously provided by CS has become obsolete or incorrect.

(c) Counterparty represents that (i) it is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the U.S. Treasury Regulations) for United States federal income tax purposes, and (ii) no payment received or to be received by it in connection with this Transaction is effectively connected with the conduct of a trade or business within the United States (as determined for United States federal income tax purposes). In addition, Counterparty shall provide CS a correct, complete and executed United States Internal Revenue Service Form W-8 BEN (or any successor thereto) (i) upon the execution of this Confirmation; (ii) promptly upon reasonable demand by CS; and (iii) promptly upon learning that any Form W-8 BEN (or any successor thereto) previously provided by Counterparty has become obsolete or incorrect.

12. Role of Agent. Credit Suisse Securities (USA) LLC, in its capacity as Agent will be responsible for (A) effecting the Transaction, (B) issuing all required confirmations and statements to CS and Counterparty, (C) maintaining books and records relating to the Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with the Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.

(a) Agent is acting in connection with the Transaction solely in its capacity as Agent for CS and Counterparty pursuant to instructions from CS and Counterparty. Agent shall have no responsibility or personal liability to CS or Counterparty arising from any failure by CS or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by CS or Counterparty with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of CS and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Agent shall otherwise have no liability in respect of the Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent.

(b) Any and all notices, demands, or communications of any kind relating to the Transaction between CS and Counterparty shall be transmitted exclusively through Agent at the following address:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

For payments and deliveries:
Facsimile No.: (212) 325 8175
Telephone No.: (212) 325 8678 / (212) 325 3213

For all other communications:
Facsimile No.: (212) 325 8173
Telephone No.: (212) 325 8676 / (212) 538 5306 / (212) 538 1193 / (212) 538 6886

(c) The date and time of the Transaction evidenced hereby will be furnished by the Agent to CS and Counterparty upon written request.

(d) The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

(e) CS and Counterparty each represents and agrees (A) that the Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into the Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation.

		Yours faithfully,

		Credit Suisse Capital LLC


		By:	/s/ Bik Kwan Chung
		Name:	Bik Kwan Chung
		Title:	Authorized Signatory


		Credit Suisse Securities (USA) LLC,
		as Agent


		By:	/s/ Emilie Blay
		Name:	Emilie Blay
		Title:	Vice President


Confirmed as of the date first written above:

Atlantic Industries


By:	/s/ Kathy N. Waller
Name:	Kathy N. Waller
Title:	President and Chief Financial Officer