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DPS > SEC Filings for DPS > Form 8-K on 8-Nov-2011All Recent SEC Filings

Show all filings for DR PEPPER SNAPPLE GROUP, INC.

Form 8-K for DR PEPPER SNAPPLE GROUP, INC.


8-Nov-2011

Entry into a Material Definitive Agreement, Financial Statements an


Item 1.01 Entry into a Material Definitive Agreement.

On November 7, 2011, Dr Pepper Snapple Group, Inc. ("DPS") entered into an Underwriting Agreement with Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC , as joint book-running managers and on behalf of the other underwriters named therein (the "Underwriting Agreement"), providing for the purchase and sale of an aggregate of $500 million of senior unsecured notes consisting of $250 million aggregate principal amount of its 2.600% Senior Notes due 2019 (the "2019 Notes") and $250 million aggregate principal amount of its 3.200% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes, the "Notes") in an offering registered under the Securities Act of 1933, as amended (the "Securities Act"). At the time of issuance, the Notes will be guaranteed by all of our domestic subsidiaries (except two immaterial subsidiaries associated with our charitable foundations) (the "Subsidiary Guarantors"). Issuance and delivery of the Notes is expected to occur November 15, 2011, subject to customary closing conditions, pursuant to the Indenture, dated as of December 15, 2009, between DPS and Wells Fargo Bank, N.A., as trustee (the "Trustee"), and a Third Supplemental Indenture to be entered into among DPS, the Subsidiary Guarantors and the Trustee. DPS estimates that its net proceeds from the sale of the Notes will be approximately $497 million (after underwriting discounts and offering expenses). DPS intends to use such net proceeds to retire at maturity its 1.700% Senior Notes due December 21, 2011 and for general corporate purposes. The Underwriting Agreement contains customary representations, warranties and agreements of DPS and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.

A copy of the Underwriting Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The summary of the Underwriting Agreement in this Item 1.01 is qualified entirely by the terms and conditions set forth in the Underwriting Agreement, which is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description
   10.1        Underwriting Agreement dated November 7, 2011, among Deutsche Bank
               Securities Inc. and Morgan Stanley & Co. LLC, as joint book-running
               managers and on behalf of the other underwriters named therein, and Dr
               Pepper Snapple Group, Inc.


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