8-K – 2025-12-19 – eh250718644_8k.htm

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FORM 8-K

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0001418135

0001418135

2025-12-18
2025-12-18

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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):
December 18, 2025

 

 

Keurig Dr Pepper Inc.

(Exact name of registrant as specified in its
charter)

 

Delaware
 
001-33829
 
98-0517725

(State or other jurisdiction of

incorporation)
 
(Commission File

Number)
 
(IRS Employer

Identification Number)

53
South Avenue , Burlington , Massachusetts 01803

(Address of principal executive offices, including
zip code)

 

877 - 208-9991

(Registrant’s telephone number including area
code)

 

Not Applicable

(Former name or former address if changed since
last report)

 

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:

 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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).

Emerging growth company   ☐

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.   ☐

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title of each class
 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common
Stock
 
KDP
 
The
Nasdaq Stock Market LLC

 

 

 

     

 

Item 1.01 Entry into a Material Definitive Agreement

Term Loan Agreement

On December 18, 2025, Keurig Dr Pepper Inc.
(“ KDP ” or the “ Company ”) entered into a Term Loan Agreement (the “ Term Loan Agreement ”),
with the lenders party thereto and Morgan Stanley Senior Funding, Inc. (“ MSSF ”), as administrative agent, pursuant
to which each lender has committed, subject to satisfaction of certain conditions set forth in the Term Loan Agreement, to provide KDP
with financing under a 364-day term loan facility in an aggregate amount not to exceed €10.35 billion.

Borrowings under the Term Loan Agreement will
bear interest at a rate per annum equal to the EURIBO rate plus a margin of 0.750% to 1.750% depending on the rating of certain index
debt of KDP. The undrawn commitments under the term loan facility will be subject to a commitment fee commencing on December 23, 2025
at a per annum rate of 0.060% to 0.200% depending on the rating of certain index debt of KDP. Obligations under the Term Loan Agreement
are guaranteed by the Company’s subsidiaries that guarantee its revolving credit facility and outstanding senior notes.

The commitments under the Term Loan Agreement
will be mandatorily reduced, or the term loans will be prepaid, with net cash proceeds of non-ordinary course asset sales and certain
debt issuances and equity issuances, subject to qualifications and exceptions specified in the Term Loan Agreement.

The Term Loan Agreement contains customary representations
and warranties for investment grade Dutch certain funds financings. The Term Loan Agreement also contains (i) certain affirmative covenants,
including those that impose reporting and/or operating obligations on the Company and its subsidiaries, (ii) certain negative covenants
that generally limit, subject to exceptions, the Company and its subsidiaries from taking certain actions, including incurring liens and
consummating certain fundamental changes, (iii) financial covenants in the form of (x) a minimum interest coverage ratio of 3.25 to 1.00
that will apply after the initial funding date and (y) a maximum total net leverage ratio of 6.25 to 1.00 that will apply after the initial
funding date only upon a downgrade in the ratings of certain index debt of the Company and (iv) events of default customary for financings
of this type.

The proceeds of the Term Loan Agreement may
be used to fund the contemplated acquisition of JDE Peet’s. The Company may use the proceeds from one or more debt or other financings,
in lieu of proceeds from the Term Loan Agreement, to fund the transaction.

The foregoing description of the Term Loan Agreement
is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is filed herewith as Exhibit 10.1 and incorporated
by reference herein.

Amendment to Bridge Credit Agreement

On December 18, 2025, the Company entered into
an amendment (the “ Amendment No. 1 ”) to its Bridge Credit Agreement, dated August 24, 2025 (the “ Bridge Credit
Agreement ”), with the lenders party thereto and MSSF, as administrative agent.

Pursuant to the Amendment No. 1, lenders’
commitment to provide KDP with financing under a 364-day senior unsecured bridge loan facility was reduced by €10.35 billion, from
€16.2 billion to €5.85 billion. In addition, certain lenders agreed to modify the commitment reduction and mandatory prepayment
provisions to provide that certain debt proceeds will first reduce amounts under the Term Loan Agreement and then the Bridge Credit Agreement.

The foregoing description of the Amendment No.
1 is qualified in its entirety by reference to the full text of the Amendment No. 1, which is filed herewith as Exhibit 10.2 and incorporated
by reference herein.

     

 

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

 

The information in Item 1.01 regarding the Term Loan Agreement is incorporated
herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Document Description

10.1
 
Term Loan Agreement, dated as of December 18, 2025, among Keurig Dr Pepper Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders from time to time party thereto

10.2
 
Amendment No. 1 to Bridge Credit Agreement, dated as of December 18, 2025, among Keurig Dr Pepper Inc., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders from time to time party thereto

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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.

 
KEURIG DR PEPPER INC.
 

 
 
 

Dated: December 19, 2025
 
 

 
By:
/s/ Anthony Shoemaker
 

 
 
Name:
Anthony Shoemaker
 

 
 
Title:
Chief Legal Officer, General Counsel and Secretary