60,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2020 • Maple Holdings B.V. • Beverages • New York
Certain shareholders of Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”), severally and not jointly, propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 60,000,000 shares of the common stock, par value $0.01 per share, of the Company (the “Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto. The term Selling Shareholder shall mean either the singular or plural as the context requires.
40,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2020 • Maple Holdings B.V. • Beverages • New York
The undersigned understands that Morgan Stanley & Co. LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule I thereto (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriter of shares of the common stock, par value $0.01 per share of the Company (the “Common Stock”).
45,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2020 • Maple Holdings B.V. • Beverages • New York
The shareholder of Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholder”) proposes to sell to the Underwriter named in Schedule II hereto (the “Underwriter”), an aggregate of 45,000,000 shares of the common stock, par value $0.01 per share, of the Company (the “Shares”). The shares of common stock, par value $0.01 per share, of the Company are hereinafter referred to as the “Common Stock.”
LOCK-UP AGREEMENTLock-Up Agreement • November 19th, 2020 • Maple Holdings B.V. • Beverages • New York
The undersigned understands that Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule I thereto (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriters of shares of the common stock, par value $0.01 per share of the Company (the “Common Stock”).
86,956,522 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2024 • JAB BevCo B.V. • Beverages • New York
Goldman Sachs & Co. LLCUnderwriting Agreement • August 19th, 2020 • Maple Holdings B.V. • Beverages
By this letter, Goldman Sachs & Co. LLC (“Goldman Sachs”) hereby waives, effective August 17, 2020, Section 7(j) of the underwriting agreement, dated May 20, 2020 (the “Underwriting Agreement”), among Keurig Dr Pepper Inc. (the “Company”), the selling stockholder named on Schedule I thereto and Goldman Sachs, as the underwriter, solely with respect to (i) the anticipated filing of the preliminary prospectus supplement on Form 424(b)(7) with the Securities and Exchange Commission on or about August 17, 2020 (the “Preliminary Prospectus Supplement”) and (ii) the taking of any other customary action in connection with the offer and sale of the common stock, par value $0.01 per share of the Company (the “Common Stock”) pursuant to the Preliminary Prospectus Supplement (such offer and sale, the “Block Trade”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 19th, 2018 • Maple Holdings B.V. • Beverages
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Form of Redemption Agreement Acorn Holdings B.V. Maple Holdings B.V. Oosterdoksstraat 80 The NetherlandsRedemption Agreement • June 12th, 2020 • Maple Holdings B.V. • Beverages
Acorn Holdings B.V. Maple Holdings B.V. Oosterdoksstraat 80Shareholders Agreement • November 19th, 2020 • Maple Holdings B.V. • Beverages
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 16th, 2019 • Maple Holdings B.V. • Beverages • New York
This Stock Purchase Agreement (this “Agreement”) is made as of May [●], 2019, by and among each of the entities listed in Schedule 1 (each, a “Purchaser” and collectively, the “Purchasers”), and Maple Holdings B.V. (the “Seller”). To the extent there is only one entity listed on Schedule 1, the term “Purchasers” as used herein shall mean the singular.
Form of Redemption Agreement Acorn Holdings B.V. Maple Holdings B.V. Oosterdoksstraat 80 The NetherlandsRedemption Agreement • September 9th, 2020 • Maple Holdings B.V. • Beverages
