Keurig Dr Pepper Inc.

Offers to Purchase for Cash
up to $400,000,000 Aggregate Purchase Price of the 2025 Notes
up to $600,000,000 Aggregate Purchase Price of the 2028 Notes
up to $600,000,000 Aggregate Purchase Price of the High Coupon Notes

Title of Security

CUSIP Number

Principal Amount Outstanding

Maximum Amount(1)

Acceptance Priority Level(2)

2025 Tender Offer

4.417% Senior Notes due 2025

49271VAH3

$1,000,000,000

$400,000,000

1

2028 Tender Offer

4.597% Senior Notes due 2028

49271VAF7

$2,000,000,000

$600,000,000

1

Long Dated Tender Offers

5.085% Senior Notes due 2048

49271VAD2

$750,000,000

$600,000,000

1

4.985% Senior Notes due 2038

49271VAC4

$500,000,000

2

4.500% Senior Notes due 2045

26138EAT6

$550,000,000

3

4.420% Senior Notes due 2046

26138EAY5

$400,000,000

4

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(1) The 2025 Maximum Amount of $400,000,000 represents the maximum aggregate purchase price payable, excluding the applicable Accrued Interest, in respect of the 2025 Notes that may be purchased in the 2025 Tender Offer. The 2028 Maximum Amount of $600,000,000 represents the maximum aggregate purchase price payable, excluding the applicable Accrued Interest, in respect of the 2028 Notes that may be purchased in the 2028 Tender Offer. The Long Dated Maximum Amount of $600,000,000 represents the maximum aggregate purchase price payable, excluding the applicable Accrued Interest, in respect of the Long Dated Notes that may be purchased in the Long Dated Tender Offers.

(2) Subject to the Maximum Amounts and proration if applicable, the principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column.

To view copie(s) of the Tender Offer document(s) please click on the link(s) below:

Offer to Purchase


Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase should be directed to the Tender and Information Agent.

              The Tender and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005

Banks and Brokers call: (212) 269-5550
All others call Toll Free: (866) 356-7814
Email: kdp@dfking.com

By Facsimile: (For Eligible Institutions only):
(212) 709-3328
Attention: Michael Horthman
Confirmation by Telephone: (212) 232-3233

If a Holder has questions about any of the Tender Offers or the procedures for tendering Notes, the Holder should contact the Tender and Information Agent or the Dealer Managers at their respective telephone numbers.

The Dealer Managers for the Offers are:

Morgan Stanley 

1585 Broadway, 4th Floor
New York, New York 10036
Attn: Liability Management Group
Toll-Free: (800) 624-1808
Collect: (212) 761-1057

BofA Securities 

620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Attn: Liability Management
Toll-Free: (888) 292-0070
Collect: (980) 387-3907
Email: debt_advisory@bofa.com

Goldman Sachs & Co. LLC 

200 West Street
New York, New York 10282
Attn: Liability Management
Toll-Free: (800) 828-3182
Collect: (212) 902-6351