Coca-Cola Consolidated, Inc. COKE

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2024-06-18...n Aggregate Purchase Price of Not More Than $2,000 Million at a Per Share Purchase Price Not Less Than $850 Per Share Nor Greater Than $925 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 18, 2024, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Coca-Cola Consolidated, Inc., a Delaware corporation (the “Company,” “Coca-Cola Consolidated,” “we,” “our” or “us”), is offering to purc...

listed = True...fer is 2.2 million. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Financing Condition (as defined herein). See Section 7. Our Common Stock is listed on the Nasdaq Global Select Market (the “Nasdaq”) and trades under the symbol “COKE.” On May 17, 2024, the reported closing price of our Common Stock on the Nasdaq was $937.00 per share. Accordingly, an Auction Tender at any price or a Purchase Price Tender will result in a Purchase Price below the reported closing price of our Common Stock on the Nasdaq on the last full t...

mechanism = DUTCH...issuer of the shares, Coca-Cola Consolidated, Inc., is offering to purchase the shares of Common Stock. What will be the Purchase Price for the shares and what will be the form of payment? We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash shares of our Common Stock pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not less than $850 nor greater than $925 per share or (ii) Purchase Price Tenders. Shares tendered pursuant to Purchase Price Ten...

must_tender_all = True...rice (and not validly withdrawn prior to the Expiration Time) for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). See Sections 1 and 6. It is therefore possible that some or all of the shares you tender will not be purchased. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below t...

price = USD 850.0-925.0...Condition”). After the Expiration Time, upon the terms and subject to the conditions of the Offer, we will determine a single price per share (the “Purchase Price”), which will be not less than $850 and not more than $925 per share, that we will pay for shares of our Common Stock, par value $1.00 per share, validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per share of not less than $850...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted for...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d842206dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) COCA-COLA CONSOLIDATED, INC. Offer to Purchase for Cash Shares of its Common Stock for an Aggregate Purchase Price of Not More Than $2,000 Million at a Per Share Purchase Price Not Less Than $850 Per Share Nor Greater Than $925 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 18, 2024, UNLESS THE OFFER IS EXTENDED OR TE...