UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

September 18, 2017

 

COCA-COLA BOTTLING CO. CONSOLIDATED

(Exact name of registrant as specified in its charter)

 

 

 

4100 Coca-Cola Plaza, Charlotte, North Carolina 28211

(Address of principal executive offices) (Zip Code)

(704) 557-4400

(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:

 

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

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

 

 

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Item 1.01.Entry into a Material Definitive Agreement.

 

On September 18, 2017, Coca‑Cola Bottling Co. Consolidated (the “Company”) and its non-wholly owned subsidiary, Piedmont Coca‑Cola Bottling Partnership (“Piedmont”), entered into two agreements: (i) a Fifth Amended and Restated Promissory Note (the “Promissory Note”) pursuant to which the Company agreed to provide a $100 million revolving line of credit to Piedmont and (ii) a Revolving Credit Loan Agreement (the “Revolving Loan Agreement”) pursuant to which the Company may borrow, repay and re‑borrow up to $200 million pursuant to a revolving credit line provided by Piedmont in such amounts as the Company may from time to time request and Piedmont has available for borrowing.

 

Piedmont is a joint venture between the Company and The Coca‑Cola Company, where the Company owns approximately 77.3%.  Piedmont was formed in 1993 to distribute and market nonalcoholic beverages primarily in portions of North Carolina and South Carolina.  The Company provides a portion of the nonalcoholic beverage products to Piedmont at cost and receives a fee for managing the operations of Piedmont pursuant to a management agreement.  Given that Piedmont is a consolidated subsidiary of the Company, the Company and Piedmont entered into the Promissory Note and the Revolving Loan Agreement to optimize efficient sourcing of capital for both parties.

 

Fifth Amended and Restated Promissory Note.  The Promissory Note amended and restated the Fourth Amended and Restated Promissory Note, dated December 11, 2015 (the “Prior Note”), by and between the Company and Piedmont, and provides that all principal and interest outstanding under the Prior Note became outstanding principal and interest under the Promissory Note.  The Promissory Note matures on December 31, 2019 with automatic one-year renewal periods unless either the Company or Piedmont provides 10 days’ prior written notice of cancellation to the other party before any such one-year renewal period begins.

 

Piedmont may borrow, repay and re-borrow under the Promissory Note in an aggregate amount not to exceed $100 million.  Piedmont may prepay outstanding credit loans owed under the Promissory Note, in whole or in part, at any time, without premium or penalty.  Outstanding credit loans under the Promissory Note bear interest at a rate per annum equal to (i) the Company’s average monthly cost of borrowing (taking into account all indebtedness of the Company and its consolidated subsidiaries) as determined as of the last business day of each calendar month plus (ii) 0.5%, with such interest payable monthly.

 

The Promissory Note contains events of default, which include (i) the failure of Piedmont to make required principal or interest payments when due; (ii) an assignment by Piedmont for the benefit of creditors, Piedmont’s admitting in writing its inability to pay its debts, and certain bankruptcy and similar petitions and answers made by Piedmont; (iii) an involuntary bankruptcy filing or similar proceeding initiated against Piedmont which is not dismissed within 60 days; and (iv) uncured breaches of the Promissory Note by Piedmont.  Upon the occurrence of an Event of Default (as defined in the Promissory Note), the Company may terminate its obligations to make revolving credit loans under the Promissory Note and require Piedmont to immediately repay all outstanding amounts under the Promissory Note.  Upon a sale of all or substantially all of the assets of Piedmont or an extraordinary corporation transaction, such as a transaction pursuant to which any person or group of persons acquires at least 50% of the voting power of Piedmont or in which Piedmont is not the surviving entity, the Company may terminate its obligations to make revolving credit loans under the Promissory Note and require Piedmont to immediately repay all outstanding amounts under the Promissory Note.

 

Revolving Credit Loan Agreement.  Loans made to the Company by Piedmont under the Revolving Loan Agreement are evidenced by a Demand Short-Term Promissory Note to be provided by the Company to Piedmont.  The line of credit available to the Company under the Revolving Loan Agreement terminates on December 31, 2022 with automatic one-year renewal periods unless a demand for payment of any amount borrowed by the Company is made by Piedmont prior to any such termination date.  The Revolving Loan Agreement may be terminated by either party on 30 days’ prior written notice to the other party.

 

The Company is required to repay the amounts borrowed under the Revolving Loan Agreement upon the demand of Piedmont (as determined in Piedmont’s sole and absolute discretion), and the Company has the option to repay, in whole or in part, at any time and from time to time prior to any demand by Piedmont, any amounts borrowed under the Revolving Loan Agreement.  In the event that Piedmont reduces the amount the Company is permitted to borrow under the Revolving Loan Agreement and, as a result, the outstanding borrowings under the Revolving Loan Agreement exceed the amount the Company is permitted to borrow thereunder, upon notice or demand from Piedmont, the Company is required to repay such excess amount to Piedmont.

 

The unpaid principal amounts borrowed under the Revolving Loan Agreement will bear interest (which will be adjusted monthly and computed on the basis of a year consisting of 365 days) on a monthly basis at a rate that is the average rate for the month on commercial paper with a 30-day maturity, which has been rated Al by Standard & Poor’s and P1 by Moody’s Investors Service. The Revolving Loan Agreement requires the Company to reimburse Piedmont upon demand for all reasonable expenses, including reasonable attorney fees, incurred by Piedmont in the preparation, negotiation and execution of the Revolving Loan Agreement and in enforcing the Company’s obligations thereunder.

 

The foregoing descriptions of the Promissory Note and Revolving Loan Agreement are qualified in their entirety by reference to the full text of such agreements and the exhibits thereto, which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8‑K and incorporated herein by reference.

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Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

 

 

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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.

 

 

 

EXHIBIT 4.1

 

This Fifth Amended and Restated Promissory Note is an amendment and restatement of, and not a prepayment or novation of, the Fourth Amended and Restated Promissory Note, dated as of December 11, 2015 (the “Prior Note”). Upon the execution of this Fifth Amended and Restated Promissory Note and delivery thereof to the Holder, the Prior Note shall be deemed to be replaced by this Fifth Amended and Restated Promissory Note.

FIFTH AMENDED AND RESTATED PROMISSORY NOTE

 

FOR VALUE RECEIVED, the undersigned PIEDMONT COCA-COLA BOTTLING PARTNERSHIP, a Delaware general partnership (the “Company”), hereby promises to pay to COCA‑COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation or its successors and assigns (“Holder”), the principal amount of One Hundred Million and 00/100 Dollars ($100,000,000.00), or the lesser amount of outstanding Loans (as defined below) made by Holder to the Company, in accordance with the terms set forth in this Fifth Amended and Restated Promissory Note (this “Note”).  

1.Revolving Credit Loans.  (a) Subject to the terms and conditions set forth in this Note, Holder agrees to make revolving credit loans (each, a “Loan” and collectively, the “Loans”) to the Company from time to time, as requested by the Company in accordance with the terms of Section 1(b) below, from the date of this Note through December 31, 2019 (the “Maturity Date”); provided, that (i) the Maturity Date shall be automatically extended for successive one-year periods unless either party provides ten (10) days’ prior written notice of cancellation to the other party before any such one-year extension period begins and (ii) the aggregate principal amount of all outstanding revolving credit loans at any time (after giving effect to any amount requested) shall not exceed $100,000,000.00.

(b)As of the date of this Note, all principal and interest outstanding under the Prior Note shall become outstanding principal and interest under this Note. So long as no Event of Default (as defined in Section 4) is continuing and subject to the limitations set forth herein, the Company may make additional requests for Loans from time to time upon notice to Holder.

(c)Subject to the terms and conditions hereof, the Company may borrow, repay and reborrow Loans hereunder until the Maturity Date. The Company may prepay this Note in whole or in part at any time, without premium or penalty. All principal and interest outstanding under any Loan hereunder will become due and payable on the Maturity Date.

2.Payments of Interest.  The Company further promises to pay interest on the unpaid principal amount of each Loan from the date of the relevant Loan until such Loan is paid in full, at a rate per annum equal to Holder’s average monthly cost of borrowing (taking into account all indebtedness of Holder and its consolidated subsidiaries), determined as of the last business day of each calendar month, plus one-half of one percent (0.5%) on the last business day of each calendar month of each year (each, a “Payment Date”), commencing with the Payment Date next succeeding the date hereof.  Interest on the unpaid principal balance of the Loans pursuant hereto shall continue to accrue until the principal interest thereon shall have been paid in full.

3.Manner of Payment.  All payments of principal and accrued interest on the Loans shall be made by the Company to Holder in immediately available funds and in lawful money of the United States of America at the address set forth in Section 11 or to such account as is designated by Holder in writing to the Company.

 

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4.Events of Default.  The following shall constitute “Events of Default” with respect to this Note:

(a)Failure of the Company to pay when due, in the manner provided herein, the principal or interest with respect to any Loan under this Note; or

(b)The Company shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for relief under Title 11 of the United States Code (the “Bankruptcy Code”), or shall file any other petition or similar request with a court or governmental agency having competent jurisdiction for voluntary relief, looking to reorganization, arrangement, composition, readjustment, liquidation, custodianship, dissolution, winding-up or similar relief under the Bankruptcy Code or any other similar present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceeding, or shall in any such proceeding seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of it or of all or any substantial part of its properties; or

(c)The filing against the Company of an involuntary petition for relief under the Bankruptcy Code or the commencement of any proceeding against the Company in a court or before a governmental agency having competent jurisdiction, looking to reorganization, arrangement, composition, readjustment, liquidation, custodianship, dissolution or similar relief under the Bankruptcy Code or any other similar present or future statute, law or regulation, and such petition or proceeding shall not have been vacated, dismissed or stayed within sixty (60) days thereafter, or if there is appointed in any such proceeding, without the consent or acquiescence of the Company, any trustee, receiver, custodian, liquidator, or other similar official for it or for all or any substantial part of its properties, and such appointment shall not have been vacated, dismissed or stayed within sixty (60) days thereafter; or

(d)The Company shall default in the due observance or performance of any covenant, condition or agreement contained herein and such default shall continue unremedied for a period of thirty (30) days.

5.Consequences of Event of Default.  Upon the occurrence of any such Event of Default and during the continuation thereof, Holder, by written notice to the Company, may terminate its commitment to make Loans pursuant to Section 1 and declare the unpaid principal balance of all Loans and accrued and unpaid interest thereon to be immediately due and payable notwithstanding the Maturity Date thereof.  Upon any such declaration of acceleration, such principal and interest shall become immediately due and payable and Holder shall have all other rights and remedies provided by applicable law.

6.Costs of Collection.  In the event that any amounts due under this Note are not paid when due, the Company shall also pay or reimburse Holder for all reasonable costs and expenses of collection, including, without limitation, reasonable attorneys’ fees.

7.Certain Acceleration Events.  Upon a Sale, Holder may, by notice to the Company, terminate its commitment to make Loans pursuant to Section 1 hereof and declare the unpaid principal balance of all Loans under this Note and accrued and unpaid interest thereon to be immediately due and payable, whereupon the same shall become immediately due and payable notwithstanding the Maturity Date thereof.  For purposes of this Section 7, a “Sale” means (a) a sale of all or substantially all of the assets of the Company or (b) any extraordinary corporate transaction, such as a merger, consolidation, issuance of capital stock or other business combination involving the Company pursuant to which any person or group of

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persons acquires at least 50% of the voting power of the Company, or in which the Company is not the surviving corporation.

8.Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of North Carolina, other than the conflicts of law provisions thereof.

9.Waiver.  The Company waives presentment for payment, demand, protest, notice of dishonor, notice of protest, diligence on bringing suit against any party hereto, and all defenses on the ground of any extension of the time of payment that may be given by Holder to it.

10.No Right of Set-Off. As of the date hereof, the Company represents that it has no claims or offsets against Holder in breach of contract, negligence or for any other type of legal action under this Note.

11.Notices.  Any notice pursuant to this Note must be in writing and will be deemed effectively given to another party on the earliest of the date (a) three business days after such notice is sent by registered U.S. mail, return receipt requested, (b) upon receipt of confirmation if such notice is sent by facsimile, (c) one business day after delivery of such notice into the custody and control of an overnight courier service for next day delivery, (d) upon delivery of such notice in person and (e) such notice is received by that party; in each case to the appropriate address below (or to such other address as a party may designate by notice to the other party):

The Company:

Piedmont Coca-Cola Bottling Partnership
c/o Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: (704) 557-4451

Holder:

Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
P.O. Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: (704) 557-4451

12.Severability.  Any provision of this Note that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction. Any provision of this Note held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

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IN WITNESS WHEREOF, the Company and Holder have caused this Note to be executed by their duly authorized officer as of the day and year first above written.

 

 

EXHIBIT 4.2

 

REVOLVING CREDIT
LOAN AGREEMENT

This REVOLVING CREDIT LOAN AGREEMENT (“Agreement”) is made as of September 18, 2017 (the “Effective Date”), by and between Piedmont Coca-Cola Bottling Partnership, a Delaware general partnership (the “Lender”, “us”, “we”, or “our”), and Coca‑Cola Bottling Co. Consolidated, a Delaware corporation and its wholly owned affiliates (collectively, the “Borrower”, “you”, or “your”). The Lender and the Borrower are hereinafter referred to as the Parties.

WHEREAS, Borrower may have cash-flow needs on a short-term basis from time to time, and

WHEREAS, Lender may have cash available to lend on a short-term basis from time to time, and

WHEREAS, the Parties desire to enter into this Agreement,

NOW, THEREFORE and in consideration of the mutual covenants and agreements contained herein, the Parties agree to the following terms and conditions.

1.LINE OF CREDIT. You may borrow, repay, and reborrow from us to and including the Termination Date, as hereinafter defined in Section 9.1 hereof, unless sooner notified of the termination of this Agreement, such amounts (the “Advances”) as you may from time to time request and as we have available for borrowing. The line of credit is hereby established in an amount as provided for in Exhibit D for the benefit of the Borrower (“Line of Credit”). The Line of Credit may be revised from time to time through a properly executed amendment to Exhibit D.

2.INSTRUCTIONS TO MAKE ADVANCES. You shall authorize us to make Advances to you based on instructions from an Authorized Officer or Delegated Employee, as hereinafter defined, indicating the date and the amount of the Advance. “Authorized Officer or Delegated Employee” shall mean any officer or employee set forth on Exhibit A attached hereto. The Lender agrees to make Advances to the Borrower up to a loan balance as provided for in Exhibit D.

3.NOTE EVIDENCING ADVANCES. The Advances shall be evidenced by your Demand Short-Term Promissory Note (the “Note”) in the form set forth as Exhibit B attached hereto, and shall be payable on demand. We shall record all Advances made pursuant to this Agreement and all payments of principal within our books and records or, at our option, on the schedule attached to the Note, which books and records (or schedules) shall be rebuttable presumptive evidence of the subject matter thereof

4.INTEREST.

4.1Interest.  The unpaid principal of the Note shall bear interest on a monthly basis (“Interest Period”) at a rate that is the average for the month on Al/P1 Rated 30-day Commercial Paper (“Interest Rate”). The Interest Rate and Interest Period are defined by Exhibit C attached hereto.

4.2Method of Calculating Interest Rate and Fees. The Interest Rate and any fees shall be computed on the basis of a year consisting of 365 days and paid for actual days elapsed.

 

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5.PREPAYMENTS.

5.1Optional Prepayments. All Advances made pursuant to this Agreement shall be paid by you upon our demand, but they may at your election be repaid, in whole or in part, at any time and from time to time prior to demand upon prepayment instructions from an Authorized Officer or Delegated Employee. Upon receipt of such instructions, repayment will be effected by crediting your account for the principal amount of such payment.

5.2Mandatory Prepayments. In the event we reduce the amount of the Line of Credit and the unpaid principal balance of the Note exceeds the then reduced amount of the Line of Credit, you will, upon notice or demand from us, forthwith prepay the unpaid principal balance of the Note by an amount which is equal to such excess.

6.MAKING OF PAYMENTS. All payments of principal or interest on the Note shall be made in immediately available funds.

7.ELECTION TO MAKE THE ADVANCES. You hereby acknowledge that this Agreement and the Note are entered into by you on a demand basis and accordingly, that the entire unpaid principal amount of all liabilities, accrued and unpaid interest thereon and all fees shall be due and payable upon our demand therefore made in our sole and absolute discretion. Your compliance with this Agreement shall not impair our right to make such demand or obligate us to make any Advances, which Advances shall be made in our sole and absolute discretion.

8.CERTAIN DOCUMENTS AND OTHER ITEMS. Prior to requesting the initial Advance, you shall furnish us with the following executed documents:

8.1Revolving Credit Loan Agreement

8.2Demand Short-Term Promissory Note

9.GENERAL.

9.1Amendments; Termination. This Agreement may be amended by a written statement signed by both parties hereto or the amount of the Line of Credit may be revised from time to time through a properly executed amendment to Exhibit D. Unless demand for payment of the Advances is sooner made, the discretionary Line of Credit extended to you hereunder shall be in effect until December 31, 2022 (the “Termination Date”); provided, however, that the Termination Date shall be automatically extended for successive one-year periods. This Agreement may be terminated by giving notice of at least 30 days at any time by either party by written or telegraphic notice to the other party, but no such termination shall affect or impair the obligations theretofore incurred by you hereunder.

9.2Expenses. You agree to reimburse us upon demand, whether or not any Advance is made hereunder, for all reasonable expenses, including reasonable fees of attorneys, incurred by us in the preparation, negotiation and execution of this Agreement, the Note, and all documents required to be furnished herewith and therewith, and in enforcing your obligations hereunder and under the Note, and to pay, and save us harmless from all liability for, any stamp or other taxes which may be payable with respect

 

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to the execution or delivery of this Agreement or the issuance of the Note, which obligations shall survive any termination of this Agreement.

9.3Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

9.4Law. This Agreement and the Note shall be governed by, and construed in accordance with the internal laws of the State of North Carolina.

9.5Assigns. This Agreement shall be binding upon, and shall inure to the benefit of our respective successors, except that you may not assign your rights hereunder without our written consent.

9.6Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other agreements, oral or written between the Lender and Borrower prior to the date of this Agreement regarding the subject matter hereof.  

[Signature Page to Follow.]

 

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IN WITNESS WHEREOF, the parties have caused this Revolving Credit Loan Agreement to be executed as a contract as of the date first written above.

 

 

 

 

 

 

 

 

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Exhibit A

 

Authorized Officers

Henry W. Flint

Umesh M. Kasbekar

Clifford M. Deal III

William J. Billiard

 

 

 

 

 

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Exhibit B

DEMAND SHORT-TERM PROMISSORY NOTE

 

ON DEMAND, the undersigned, for value received, hereby promises to pay to the order of Piedmont Coca-Cola Bottling Partnership (“Lender”) at 4100 Coca-Cola Plaza; Charlotte, North Carolina, the aggregate unpaid principal amount of all Advances made by Lender to the undersigned hereunder. The initial Advance, all subsequent Advances and all payments made on account of principal shall be recorded by the holder in its books and records or, at its option, on the attached schedule to this Demand Short-Term Promissory Note (“Note”).

The undersigned further promises to pay to the order of Lender until such time as demand is made for the payment of the unpaid principal hereof, and at the time of such demand, interest on the principal sum from time to time outstanding at a rate equal to the average monthly Al/P1 Rated 30-day Commercial Paper as defined by the Revolving Credit Loan Agreement between the undersigned and Lender dated September 18, 2017, a copy of such definition is set forth in Exhibit C attached hereto and incorporated specifically by reference herein, for the Interest Period, also as defined in such Exhibit C.

This Note evidences indebtedness incurred under and subject to the terms and provisions of the Revolving Credit Loan Agreement dated as of September 18, 2017 (and, if amended, all amendments thereto) between the undersigned and Lender. Reference is hereby made to such Revolving Credit Loan Agreement for a statement of its respective terms and provisions, including those under which this Note may be paid prior to demand.

“BORROWER”
By:      _______________________________

Title:    _______________________________

Date:   _______________________________

 

 

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Schedule

ADVANCE AND PRINCIPAL PAYMENT

 

 

 

The aggregate unpaid principal amount shown on this schedule shall be rebuttable presumptive evidence of the principal amount owing and unpaid on this Note. The failure to record the date and amount of any Advance on this schedule shall not, however, limit or otherwise affect the obligations of BORROWER under this Note to repay the principal amount of the Advances together with all interest accruing thereon.

 

 

 

 

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Exhibit C
Definitions

“Interest Rate” means the rate of interest equal to (expressed as a percentage and rounded upward if necessary to the nearest 1/100th of 1%) the average monthly rate for A 1 /P1 Rated 30-day Commercial Paper quoted on Bloomberg. The Interest Rate shall be adjusted on a monthly basis.

“Interest Period” means the Fiscal month in which the unpaid principal of the Note shall bear interest. If any Interest Period would begin on a day which is not a Business Day (defined below), such Interest Period shall begin on the last Business Day of the preceding month. No Interest Period shall extend beyond the Termination Date.

“Business Day” means any day other than Saturday, Sunday, a legal holiday or a day upon which banking institutions are authorized or obligated by law or other governmental action to close.

“Al/P1 Rated 30-Day Commercial Paper” means commercial paper with a 30-day maturity which has been rated Al by Standard & Poor’s and P1 by Moody’s Investors Service.

“Fiscal” means the Lender’s and Borrower’s mutual fiscal financial reporting calendar.

 

 

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Exhibit D

The Line of Credit is hereby established in the amount of 200 Million Dollars ($200,000,000) as of the Effective Date.