0000947871-16-001265.txt : 20160616 0000947871-16-001265.hdr.sgml : 20160616 20160616173020 ACCESSION NUMBER: 0000947871-16-001265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160614 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160616 DATE AS OF CHANGE: 20160616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA-COLA EUROPEAN PARTNERS US, LLC CENTRAL INDEX KEY: 0001491675 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 272197395 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34874 FILM NUMBER: 161718366 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY, NW STREET 2: 14TH FLOOR CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 678-260-3000 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY, NW STREET 2: 14TH FLOOR CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: COCA-COLA ENTERPRISES, INC. DATE OF NAME CHANGE: 20101004 FORMER COMPANY: FORMER CONFORMED NAME: International CCE Inc. DATE OF NAME CHANGE: 20100511 8-K 1 ss1507649_8k.htm CURRENT REPORT
 
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): June 14, 2016
 
 
    
COCA-COLA EUROPEAN PARTNERS US, LLC
(Exact name of registrant as specified in its charter)
     
    
Delaware
  
001-34874
  
27-2197395
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
 
(678) 260-3000
(Registrant’s telephone number, including area code)
 
 
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:
  
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 
 
  
Item 8.01
Other Events.

On June 14, 2016, Coca-Cola European Partners US, LLC (the “Company”), as successor by merger to Coca-Cola Enterprises, Inc. (“CCE”) (formerly International CCE Inc.), entered into a first supplemental indenture (the “First Supplemental Indenture”) between the Company and Deutsche Bank Trust Company Americas (the “Trustee”), which amended and supplemented the indenture, dated as of September 14, 2010 (the “Base Indenture”), between the Company (as successor by merger to CCE) and the Trustee.  The First Supplemental Indenture affirmed the Company’s assumption of CCE’s obligations under the Base Indenture and the notes previously issued thereunder by CCE.  The foregoing summary of the First Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
  
  
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
4.1
First Supplemental Indenture, dated as of June 14, 2016, between Coca-Cola European Partners US, LLC and Deutsche Bank Trust Company Americas.

 
 
 
 
 
 

 
 
 
 
  
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.
 

 
COCA-COLA EUROPEAN PARTNERS US, LLC
  
   
(Registrant)
  
       
Date: June 16, 2016
By:
/s/ Suzanne Forlidas
  
 
Name:
Suzanne N. Forlidas
  
 
Title:
Authorized Manager
  






 
 
 
 

 
 
 
 

EXHIBIT INDEX
 
 
Exhibit
Number
  
Description
4.1
  
First Supplemental Indenture dated as of June 14, 2016, between Coca-Cola European Partners US, LLC and Deutsche Bank Trust Company Americas.
 
 
 
 
 
 
 
 
 
 
 
EX-4.1 2 ss1507649_ex0401.htm FIRST SUPPLEMENTAL INDENTURE
  
Exhibit 4.1
 
EXECUTION COPY
 
 
FIRST SUPPLEMENTAL INDENTURE
 
FIRST SUPPLEMENTAL INDENTURE, dated as of June 14, 2016 (this “First Supplemental Indenture”), between Coca-Cola European Partners US, LLC (as successor by merger to Coca-Cola Enterprises, Inc. (formerly International CCE Inc.) (“CCE”)), a Delaware limited liability company (the “Issuer”), whose principal office is located at 2500 Windy Ridge Parkway, Atlanta, Georgia, 30339, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
 
W I T N E S S E T H
 
WHEREAS, CCE issued $250,000,000 aggregate principal amount of 2.000% Notes due 2016 (the “2016 Notes”) on August 19, 2011, $525,000,000 aggregate principal amount of 3.500% Notes due 2020 (the “2020 Notes”) on September 14, 2010, $250,000,000 aggregate principal amount of 3.250% Notes due 2021 (the “2021A Notes”) on August 19, 2011 and $300,000,000 aggregate principal amount of 4.500% Notes due 2021 (together with the 2016 Notes, the 2020 Notes and the 2021A Notes, the “Notes”, and each, a “series” of Notes) on February 18, 2011, each pursuant to an Indenture, dated as of September 14, 2010 (the “Base Indenture” and as amended and supplemented by this First Supplemental Indenture, the “Indenture”), between the Issuer and the Trustee; and
 
WHEREAS, pursuant to a Merger Agreement, dated as of August 6, 2015 among the Issuer, Coca-Cola European Partners plc (formerly Coca-Cola European Partners Limited) (“ParentCo”), Coca-Cola European Partners Holdings US, Inc. (formerly Orange U.S. HoldCo, LLC) and CCE, CCE has merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving company; and
 
WHEREAS, as a result of the Merger, the Issuer has assumed the due and punctual payment of the principal of (and premium, if any) and interest on CCE’s outstanding Notes and wishes to affirm, pursuant to this First Supplemental Indenture, such assumption and its assumption of performance of every covenant of the Base Indenture, on the part of CCE to be performed or observed by CCE; and
 
WHEREAS, as a result of the Merger and the Issuer being a wholly-owned subsidiary of ParentCo, the Issuer operates under the direction of its board of managers and has no appointed officers; and
 
WHEREAS, Section 901(1) of the Base Indenture expressly permits the Issuer and the Trustee, subject to certain conditions, to enter into one or more supplemental indentures to evidence the succession of another person to CCE and the assumption by any such successor of the covenants of CCE contained in the Base Indenture and in the Notes and any related coupons in accordance with Article Eight of the Base Indenture; and
 
WHEREAS, for the purposes recited above, and pursuant to due corporate action, the Issuer has duly determined to execute and deliver to the Trustee this First Supplemental Indenture; and
  
 
1
 
  
WHEREAS, all conditions and requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms have been done and performed, and the execution and delivery hereof have been in all respects duly authorized.
 
NOW, THEREFORE, in consideration of the premises, the Issuer and the Trustee mutually covenant and agree as follows:
 
ARTICLE 1. DEFINITIONS.
 
1.1         All terms contained in this First Supplemental Indenture shall, except as specifically provided herein or except as the context may otherwise require, have the meanings given to such terms in the Base Indenture.
 
1.2         The definition of Officer in Section 101 of the Base Indenture is hereby amended to insert immediately following the word, “Secretary”, the following: “or, if no such Officer has been elected or appointed by the Company, a member of the Board of Directors of the Company”.
 
ARTICLE 2. ASSUMPTION OF OBLIGATIONS
 
2.1         Assumption of Obligations.   Pursuant to Sections 801 and 901(1) of the Base Indenture, the Issuer assumes the due and punctual payment of the principal of (and premium, if any) and interest on each series of Notes and the performance of every covenant of the Base Indenture and the Notes on the part of CCE to be performed or observed by CCE as if the Issuer had been an initial signatory to the Base Indenture and the Notes.
 
ARTICLE 3. MISCELLANEOUS.
 
3.1         Ratification of Indenture.  The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
 
3.2         Governing Law.  This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401.
 
3.3         Counterparts.  This First Supplemental Indenture may be executed in several counterparts, each of which shall be an original, and all collectively but one and the same instrument.
 
3.4         The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.  All rights, privileges, protections, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be applicable to all actions taken, suffered or omitted by the Trustee under this First Supplemental Indenture.
 
[Signature page follows]
  
 
2
 
   
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be executed as of the date first above written.
 
 
COCA-COLA EUROPEAN PARTNERS US, LLC,
as Issuer
  
       
       
 
By:
/s/ Joyce King-Lavinder
  
 
Name:
Joyce King-Lavinder
  
 
Title:
Director
  















[First Supplemental Indenture Signature Page]
 
 
 
 
    
 
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
  
       
       
 
By:
/s/ Carol Ng
  
 
Name:
Carol Ng
  
 
Title:
Vice President
  
    
       
 
By:
/s/ Li Jiang
  
 
Name:
Li Jiang
  
 
Title:
Vice President
  














[First Supplemental Indenture Signature Page]