Item 1.01. Entry into a Material Definitive Agreement.
Entry into Purchase and Sale Agreement
On March 17, 2022, CCBCC Operations, LLC ("Operations"), a wholly owned
subsidiary of Coca-Cola Consolidated, Inc. (the "Company"), entered into a
definitive purchase and sale agreement (the "Purchase and Sale Agreement") with
Harrison Limited Partnership One ("HLP"), pursuant to which Operations purchased
the Snyder Production Center and an adjacent sales facility in Charlotte, North
Carolina (the "Property") from HLP on such date for a purchase price of
$60 million. HLP is directly and indirectly owned by trusts of which J. Frank
Harrison, III, the Company's Chairman of the Board of Directors and Chief
Executive Officer, and Sue Anne H. Wells, a former director of the Company and a
greater than 5% beneficial owner of the Company, are trustees and beneficiaries
and of which Morgan H. Everett, Vice Chair of the Company's Board of Directors,
is a permissible, discretionary beneficiary.
The Purchase and Sale Agreement contains representations, warranties and
covenants that are customary for transactions of this type.
The Purchase and Sale Agreement provides for the termination of that certain
lease agreement with respect to the lease of the Property, dated as of March 23,
2009, by and between the Company, as tenant, and HLP, as landlord (as amended by
that certain first amendment to lease agreement, dated as of June 30, 2020),
upon the conveyance of the Property from HLP to Operations on March 17, 2022.
The foregoing description of the Purchase and Sale Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of such agreement, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Entry into Stockholder Conversion Agreement
Also on March 17, 2022, the Company entered into a stockholder conversion
agreement (the "Stockholder Conversion Agreement") with the JFH Family Limited
Partnership-SW1, the Anne Lupton Carter Trust f/b/o Sue Anne H. Wells, the
JFH Family Limited Partnership-DH1 and the Anne Lupton Carter Trust f/b/o
Deborah S. Harrison (collectively, the "Converting Stockholders"), pursuant to
which the Company and the Converting Stockholders agreed upon the process for
converting an aggregate of 1,227,546 shares of the Company's Class B Common
Stock owned by the Converting Stockholders on a one share for one share basis
into shares of the Company's Common Stock, effective as of March 17, 2022 (the
"Converted Shares"). In the Stockholder Conversion Agreement, the Company agreed
to cause the Converted Shares to be registered for resale pursuant to the
Company's existing automatic shelf registration statement and the Converting
Stockholders agreed to certain restrictions on their resale of the Converted
Shares, including a trade volume limitation that prohibits the sale of more than
175,000 of the Converted Shares in the aggregate during any three-consecutive
month period.
The foregoing description of the Stockholder Conversion Agreement does not
purport to be complete and is qualified in its entirety by reference to the
complete text of such agreement, a copy of which is filed as Exhibit 10.2 hereto
and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The disclosure required by this Item 1.02 and included in Item 1.01 above is
incorporated by reference into this Item 1.02.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On March 17, 2022, Sue Anne H. Wells provided notice of her decision to
resign from the Board of Directors of the Company, effective as of such date.
Dr. Wells is resigning for personal reasons and not as a result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On March 18, 2022, John W. Murrey, III provided notice of his decision to retire
from the Board of Directors of the Company, effective as of May 10, 2022, the
date of the Company's 2022 Annual Meeting of Stockholders. Mr. Murrey is
retiring for personal reasons and not as a result of any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
Item 8.01. Other Events.
In connection with the Company's entry into the Stockholder Conversion Agreement
discussed in Item 1.01 above, J. Frank Harrison, III, the Company's Chairman of
the Board of Directors and Chief Executive Officer, made a communication to
certain members of the Company's senior leadership, a copy of which is filed as
Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Incorporated by Reference or
No. Description Filed/Furnished Herewith
10.1 Purchase and Sale Agreement, dated as of Filed herewith.
March 17, 2022, by and between CCBCC
Operations, LLC, a wholly owned subsidiary of
the Company, and Harrison Limited Partnership
One.
10.2 Stockholder Conversion Agreement, dated as of Filed herewith.
March 17, 2022, by and among the Company, the
JFH Family Limited Partnership-SW1, the Anne
Lupton Carter Trust f/b/o Sue Anne H. Wells,
the JFH Family Limited Partnership-DH1 and the
Anne Lupton Carter Trust f/b/o Deborah S.
Harrison.
99.1 Internal Communication from the Company's Filed herewith.
Chairman of the Board of Directors and Chief
Executive Officer, dated March 23, 2022.
104 Cover Page Interactive Data File - the cover Filed herewith.
page interactive data file does not appear in
the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document.
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