Sec Form 13D Filing - JAB BevCo B.V. filing for Keurig Dr Pepper Inc. (KDP) - 2024-03-04

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

KEURIG DR PEPPER INC.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

49271V100

(CUSIP Number)

Joachim Creus

Piet Heinkade 55

Amsterdam, 1019 GM

The Netherlands

Tel.: +31 202 355 000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies To:

Paul T. Schnell, Esq.

Sean C. Doyle, Esq.

Maxim O. Mayer-Cesiano, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Tel.: (212) 735-3000

February 29, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

(1) This represents the aggregate voting and dispositive power of shares of common stock, par value $0.01 per share (“Common Stock”), of Keurig Dr Pepper Inc. (“KDP”) that may be deemed to be beneficially owned by JAB BevCo B.V. (“JAB BevCo”), before giving effect to the transactions described in Item 4.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024 as set forth in the Annual Report on Form 10-K (the “Latest Periodic Report”), filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on February 22, 2024.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Acorn Holdings B.V. (“Acorn”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Acorn. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Acorn that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages Holdings 2 B.V. (“Holdings 2”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Holdings 2. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Holdings 2 that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages Holdings B.V. (“Holdings”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Holdings that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Coffee & Beverages B.V. (“JAB C&B”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of JAB C&B. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB C&B that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Forest B.V. (“Forest”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Forest. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Forest that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Holdings B.V. (“JAB Holdings”) may be deemed to have beneficial ownership of the shares held by JAB BevCo since JAB BevCo is an indirect subsidiary of JAB Holdings. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings that it is the beneficial owner of any of the common stock held by JAB BevCo for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Investments S.à r.l. (“JAB Investments”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of JAB Investments. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Investments that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. JAB Holding Company S.à r.l. (“JAB Holding Company”) may be deemed to have beneficial ownership of such shares since JAB BevCo is a indirect subsidiary of JAB Holding Company. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holding Company that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Joh. A. Benckiser S.à r.l. (“Joh. A. Benckiser”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Joh. A. Benckiser. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Joh. A. Benckiser that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Agnaten SE (“Agnaten”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Agnaten. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Agnaten that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

(1) This represents the aggregate voting and dispositive power of shares of Common Stock that may be deemed to be beneficially owned by JAB BevCo. Lucresca SE (“Lucresca”) may be deemed to have beneficial ownership of such shares since JAB BevCo is an indirect subsidiary of Lucresca. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Lucresca that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) The percentage ownership is based upon 1,387,591,010 shares of Common Stock issued and outstanding as of February 20, 2024, as set forth in the Latest Periodic Report.

EXPLANATORY NOTE

This Schedule 13D/A constitutes Amendment No. 11 (“Amendment No. 11”) to and amends and supplements the prior statement on Schedule 13D as filed on July 19, 2018, as amended by Amendment No. 1 filed on May 16, 2019, Amendment No. 2 filed on May 28, 2019, Amendment No. 3 filed on March 9, 2020, Amendment No. 4 filed on May 22, 2020, Amendment No. 5 filed on June 12, 2020, Amendment No. 6 filed on August 19, 2020, Amendment No. 7 filed on September 9, 2020, Amendment No. 8 filed on November 19, 2020, Amendment No. 9 filed on November 14, 2022 and Amendment No. 10 filed on May 3, 2023 (as so amended, the “Schedule 13D”), by (i) JAB BevCo B.V. (formerly known as Maple Holdings B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands ( JAB BevCo”), (ii) Acorn Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of JAB BevCo (“Acorn”), (iii) JAB Coffee & Beverages Holdings 2 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Acorn (“Holdings 2”), (iv) JAB Coffee & Beverages Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Holdings 2 (“Holdings”), (v) JAB Coffee & Beverages B.V. (formerly known as Acorn Top Holding B.V.), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Holdings (“JAB C&B”), (vi) JAB Forest B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of JAB C&B (“Forest”), (vii) JAB Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, which is the parent company of Forest (“JAB Holdings”), (viii) JAB Investments S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings (“JAB Investments”), (ix) JAB Holding Company S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments (“JAB Holding Company”), (x) Joh. A. Benckiser S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is a parent company of JAB Holding Company (“Joh. A. Benckiser”), (xi) Agnaten SE, a private company incorporated under the laws of Luxembourg, which is a parent company of Joh. A. Benckiser (“Agnaten”), and (xii) Lucresca SE, a private company incorporated under the laws of Luxembourg, which is a parent company of Joh. A. Benckiser (“Lucresca”, and together with JAB BevCo, Acorn, Holdings 2, Holdings, JAB C&B, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser and Agnaten, the “Reporting Persons”). Except as set forth herein, the Schedule 13D as previously amended remains applicable.

Item 4 is hereby amended and supplemented as follows:

On February 29, 2024, JAB BevCo entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”) pursuant to which JAB BevCo agreed to sell 86,956,522 shares of Common Stock (the “Common Stock”), par value $0.01 per share (the “Shares”), of Keurig Dr Pepper Inc. (“KDP”) through a secondary offering (the “Offering”). JAB BevCo has also granted an option to the Underwriter to purchase up to an additional 13,043,478 Shares for a period of 30 days following the date of the Offering.

KDP has indicated its intent to repurchase an aggregate of 35 million Shares in the Offering (the “Repurchase”) at the per share price to be paid by the Underwriter in the Offering. The Repurchase is being effected under its previously announced $4 billion repurchase authorization of which approximately $1.8 billion will remain outstanding following the Offering. The Offering is expected to close on or around March 5, 2024, except with respect to the Repurchase which is expected to close on March 8, 2024.

As part of the Offering, certain directors and officers of KDP have indicated an interest to purchase KDP shares.

Under the terms of the transaction, the remaining Shares beneficially owned by JAB BevCo will be subject to a 180 day lock-up agreement with the Underwriter with respect to KDP securities, subject to certain customary exceptions (“Lock-up Agreement”). JAB BevCo expects to continue to be a long-term anchor shareholder in KDP, at or above the 20% ownership level.

The foregoing description of the Underwriting Agreement and Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and accompanying form of Lock-up Agreement, substantially in the form attached as Exhibit 18 to this Schedule 13D and incorporated herein by reference.

Item 5 is hereby amended and supplemented as follows:

(a) – (b) JAB BevCo beneficially owns 383,443,879 Shares, before giving effect to the Offering, which represents 27.6% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Annual Report on Form 10-K (the “Latest Periodic Report”) filed by KDP with the United States Securities and Exchange Commission (the “Commission”) on February 22, 2024.

Each of Acorn, Holdings 2, Holdings, JAB C&B, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Joh. A. Benckiser, Agnaten and Lucresca may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share with JAB BevCo the power to vote or dispose, or to direct the voting or disposition of, the 383,443,879 Shares beneficially owned by JAB BevCo. Therefore, for the purpose of Rule 13d-3, each of such Reporting Persons may be deemed to be the beneficial owners of an aggregate of 383,443,879 Shares.

As of the date hereof, Mr. Harf may be deemed to be the beneficial owner of an aggregate of 3,619,600 Shares, which represents 0.3% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Latest Periodic Report.

As of the date hereof, Mr. Goudet beneficially owns 3,528,437 Shares, which represents 0.3% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Latest Periodic Report.

As of the date hereof, Mr. Creus beneficially owns 142,236 Shares, which represents less than 0.1% of the issued and outstanding Shares as of February 20, 2024, as set forth in the Latest Periodic Report.

Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D beneficially owns any Shares. Neither the filing of this Amendment No. 11 nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that it is the beneficial owner of any Shares.

(c) Except for the Offering disclosed in Item 4 herein, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Schedule A to the Schedule 13D, has effected any transactions in the Shares during the past 60 days.

Item 6 is hereby amended and supplemented as follows:

In connection with the Offering referred to in Item 4 above, JAB BevCo entered into the Underwriting Agreement and accompanying Lock-Up Agreement (see Item 4), substantially in the form attached as Exhibit 18 to this Amendment No. 11 of the Schedule 13D and is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 4, 2024