Delaware | 53 South Avenue Burlington, Massachusetts (781) 418-7000 | 98-0517725 |
(State or other jurisdiction of incorporation or organization) | (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (I.R.S. Employer Identification No.) |
James L. Baldwin, Jr. Chief Legal Officer and General Counsel 53 South Avenue Burlington, Massachusetts (781) 418-7000 | ||
(Name, address, including zip code, and telephone number, including area code, of agent for service) | ||
Large Accelerated Filer ☑ Non-Accelerated Filer ☐ | Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging growth company ☐ |
Title of Each Class of Securities to be Registered | Amount to be Registered/Proposed Maximum Offering Price Per Unit/Proposed Maximum Aggregate Offering Price/Amount of Registration Fee(1)(2) |
Common Stock, par value $0.01 per share Preferred Stock, par value $0.01 per share Debt Securities Guarantees of Debt Securities(3) Warrants |
(1) | There is being registered hereunder such indeterminate number or amount of common stock, preferred stock, debt securities and warrants of Keurig Dr Pepper Inc. as may from time to time be issued at indeterminate prices and as may be issued upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. |
(2) | In reliance on Rule 456(b) and Rule 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this Registration Statement. Accordingly, no filing fee is paid herewith. |
(3) | The guarantees of debt securities will be issued by one or more of the registrants identified in the “Table of Additional Registrants” on the next page and will be issued without additional consideration. Pursuant to Rule 457(n) under the Securities Act, no registration fee is payable with respect to any such guarantees. |
Exact Name of Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. |
234DP Aviation, LLC(1) | Delaware | 27-1028433 |
A & W Concentrate Company(1) | Delaware | 22-2483659 |
Americas Beverages Management GP(1) | Nevada | 74-3218345 |
Bai Brands LLC(1) | New Jersey | 27-1311310 |
Beverages Delaware Inc.(1) | Delaware | 51-0345374 |
DP Beverages Inc.(1) | Delaware | 04-2492250 |
DPS Americas Beverages, LLC(1) | Delaware | N/A |
DPS Beverages, Inc.(1) | Delaware | 55-0883062 |
DPS Holdings Inc.(1) | Delaware | 06-1074905 |
Dr Pepper/Seven-Up Beverage Sales Company(1) | Texas | 75-1554102 |
Dr Pepper/Seven Up Manufacturing Company(2) | Delaware | 74-2690781 |
Dr Pepper/Seven Up, Inc.(1) | Delaware | 75-2233365 |
Mott’s Delaware LLC(1) | Delaware | 26-2092489 |
Mott’s LLP(1) | Delaware | 90-0237006 |
MSSI LLC(1) | Delaware | 77-0667192 |
Nantucket Allserve, LLC(1) | Delaware | 04-3093808 |
Snapple Beverage Corp.(1) | Delaware | 04-3149065 |
Splash Transport, Inc.(3) | Delaware | 26-2366378 |
The American Bottling Company(1) | Delaware | 36-4223626 |
(1) | Registrant’s address is 5301 Legacy Dr., Plano, TX 75024. Telephone: 972-673-7000. |
(2) | Registrant’s address is 8900 Page Ave., St. Louis, MO 63114. Telephone: 314-426-8200. |
(3) | Registrant’s address is 5430 West 81st St., Indianapolis, IN 46268. Telephone: 866-573-3774. |
Securities and Exchange Commission registration fee | (1) |
Printing fees | (1) |
Legal fees and expenses | (1) |
Accounting fees and expenses | (1) |
Transfer Agent’s fees | (1) |
Trustee’s fees and expenses | (1) |
Rating agency fees | (1) |
Miscellaneous | (1) |
Total | (1) |
(1) | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate to incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement. |
(a) | Each of the undersigned registrants hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: Each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser. |
(b) | The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(d) | Each of the undersigned registrants hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act. |
Exhibit Number | Description of Exhibit | |
1.1* | Form of Underwriting Agreement. | |
Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference). | ||
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference). | ||
Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference). | ||
Certificate of Third Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference). | ||
Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of July 9, 2018 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference). | ||
Indenture, dated as of December 15, 2009, between the Company and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Company’s Form 8-K filed on December 23, 2009 and incorporated herein by reference). | ||
Form of Subordinated Indenture (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (filed on December 14, 2009) and incorporated herein by reference). | ||
4.8* | Form of Warrant Agreement. | |
Opinion and consent of General Counsel of Keurig Dr Pepper Inc. (filed as Exhibit 5.1 to the Company's Registration Statement on Form S-3 (filed August 27, 2019) and incorporated herein by reference). | ||
Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP (filed as Exhibit 5.2 to the Company's Registration Statement on Form S-3 (filed August 27, 2019) and incorporated herein by reference). | ||
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (filed as Exhibit 23.1 to the Company's Registration Statement on Form S-3 (filed August 27, 2019) and incorporated herein by reference). | ||
Consent of Deloitte & Touche LLP, independent registered public accounting firm for Dr Pepper Snapple Group, Inc. (filed as Exhibit 23.2 to the Company's Registration Statement on Form S-3 (filed August 27, 2019) and incorporated herein by reference). | ||
Consent of General Counsel of Keurig Dr Pepper Inc. (contained in Exhibit 5.1). | ||
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.2). | ||
Powers of Attorney (set forth on signature page to the Company's Registration Statement on Form S-3 (filed August 27, 2019). | ||
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, in respect of the Senior Indenture (filed as Exhibit 25.1 to the Company's Registration Statement on Form S-3 (filed August 27, 2019) and incorporated herein by reference). | ||
25.2* | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, in respect of the Subordinated Indenture. |
* | To be filed by amendment or as an exhibit with a subsequent Current Report on Form 8-K in connection with a specific offering. |
KEURIG DR PEPPER INC. | ||||
By: | /s/ OZAN DOKMECIOGLU | |||
Ozan Dokmecioglu | ||||
Chief Financial Officer |
SIGNATURE | TITLE | |
* | Executive Chairman, Chief Executive Officer and President (Principal Executive Officer) | |
Robert J. Gamgort | ||
* | Chief Financial Officer (Principal Financial Officer) | |
Ozan Dokmecioglu | ||
* | Controller (Principal Accounting Officer) | |
Angela A. Stephens | ||
* | Director | |
Olivier Goudet | ||
* | Director | |
Peter Harf | ||
* | Director | |
Genevieve Hovde | ||
* | Director | |
Anna-Lena Kamenetzky | ||
* | Director | |
Paul S. Michaels | ||
* | Director | |
Pamela Patsley | ||
* | Director | |
Gerhard Pleuhs | ||
* | Director | |
Fabien Simon | ||
* | Director | |
Robert Singer | ||
* | Director | |
Dirk Van de Put | ||
* | Director | |
Larry D. Young | ||
/s/ Ozan Dokmecioglu | Pursuant to power of attorney included in the Registration Statement | |
* As Attorney-in-fact |
234DP AVIATION, LLC | ||||
A & W CONCENTRATE COMPANY | ||||
AMERICAS BEVERAGES MANAGEMENT GP | ||||
BAI BRANDS LLC | ||||
BEVERAGES DELAWARE INC. | ||||
DP BEVERAGES INC. | ||||
DPS AMERICAS BEVERAGES, LLC | ||||
DPS BEVERAGES, INC. | ||||
DPS HOLDINGS INC. | ||||
DR PEPPER/SEVEN UP BEVERAGE SALES COMPANY | ||||
DR PEPPER/SEVEN UP MANUFACTURING COMPANY | ||||
DR PEPPER/SEVEN UP, INC. | ||||
MOTT'S DELAWARE LLC | ||||
MOTT'S LLP | ||||
MSSI LLC | ||||
NANTUCKET ALLSERVE, INC. | ||||
SNAPPLE BEVERAGE CORP. | ||||
THE AMERICAN BOTTLING COMPANY | ||||
By: | /s/ OZAN DOKMECIOGLU | |||
Ozan Dokmecioglu | ||||
Chief Financial Officer |
SIGNATURE | TITLE | |
* | Executive Chairman, Chief Executive Officer and President (Principal Executive Officer) | |
Robert J. Gamgort | ||
* | Chief Financial Officer (Principal Financial Officer) | |
Ozan Dokemecioglu | ||
* | Controller (Principal Accounting Officer) | |
Angela A. Stephens | ||
* | Chief Legal Officer, General Counsel and Secretary | |
James L. Baldwin | ||
/s/ Ozan Dokmecioglu | Pursuant to power of attorney included in the Registration Statement | |
* As Attorney-in-fact |
SPLASH TRANSPORT, INC. | ||||
By: | /s/ JAMES L. BALDWIN | |||
James L. Baldwin | ||||
Attorney in Fact |
SIGNATURE | TITLE | |
* | President and Director (Principal Executive Officer) | |
Fernando Cortes | ||
* | Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |
Dan Morrell | ||
* | Vice President, Secretary and Director | |
Lisa Dalfonso | ||
* | Vice President, Assistant Secretary and Director | |
Arthur Swanson | ||
/s/ James L. Baldwin | Pursuant to power of attorney included in the Registration Statement | |
* As Attorney-in-fact |