SCHEDULE 13G/A: The Coca-Cola Company Affiliates Disclose 17.1% Stake in Coca-Cola Europacific Partners

The Coca-Cola Company and its subsidiaries have filed an amended Schedule 13G, disclosing a shared beneficial ownership of 17.1% in Coca-Cola Europacific Partners plc, totaling 78,972,727 ordinary shares.

Summary

• The filing is an Amendment No. 1 to Schedule 13G for Coca-Cola Europacific Partners plc (CCEP), an update to a previous beneficial ownership statement.
• The reporting persons are The Coca-Cola Company (TCCC), European Refreshments Unlimited Company (ER), The Coca-Cola Export Corporation (Export), and Atlantic Industries (Atlantic), all of which are related entities under TCCC's ownership structure.
• These entities collectively beneficially own 78,972,727 ordinary shares of CCEP.
• This ownership represents 17.1% of CCEP's total outstanding shares, calculated based on approximately 460,947,057 shares outstanding as of December 31, 2024, as reported in CCEP's Form 20-F filed on March 21, 2025.
• The reporting persons hold shared voting power and shared dispositive power over all 78,972,727 shares.
• A Shareholders' Agreement, dated May 28, 2016, exists between TCCC Parties (including ER), CCEP, and Olive Partners S.A., which includes provisions for certain transfer restrictions on CCEP Shares and specific governance rights.
• The reporting persons explicitly disclaim beneficial ownership of any CCEP shares held by Olive Partners S.A. and deny the existence of a 'group' within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, despite a historical deemed beneficial ownership of 52.6% (254,079,627 shares) with Olive as of December 31, 2016.

Sentiment

Score: 5

Explanation: This is a routine compliance filing (Schedule 13G) disclosing beneficial ownership. It does not contain information that would typically indicate positive or negative sentiment regarding company performance or outlook, but rather confirms an existing significant ownership structure.

Positives

• The Coca-Cola Company and its subsidiaries maintain a significant 17.1% ownership stake in Coca-Cola Europacific Partners, indicating continued strategic alignment and support for the bottling partner.

Negatives

• The reporting persons explicitly disclaim beneficial ownership of shares held by Olive Partners S.A. and deny forming a 'group' with Olive, despite a historical deemed beneficial ownership of 52.6% in 2016, which could indicate potential complexities in shareholder relationships or legal interpretations.

Risks

• Potential for differing interpretations of 'group' beneficial ownership under SEC rules, particularly concerning the relationship with Olive Partners S.A., despite the reporting persons' disclaimer.
• Transfer restrictions on CCEP shares held by TCCC Parties and Olive Partners S.A. as per the Shareholders' Agreement could limit liquidity for these significant holders.

Future Outlook

This Schedule 13G filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding future business performance or strategic outlook for Coca-Cola Europacific Partners plc or The Coca-Cola Company.

Management Comments

• The filing includes certifications by Monica Howard Douglas, Executive Vice President and General Counsel of The Coca-Cola Company and Vice President and General Counsel of The Coca-Cola Export Corporation and Atlantic Industries, and Una Sheils, Director of European Refreshments Unlimited Company, affirming the truth, completeness, and correctness of the information.

Industry Context

This filing highlights the ongoing significant strategic relationship between The Coca-Cola Company, the global beverage giant, and Coca-Cola Europacific Partners, one of its largest independent bottlers. Such substantial ownership stakes are common in the beverage industry, where brand owners often maintain equity positions in their key bottling partners to ensure alignment on production, distribution, and market strategy. This structure allows for operational independence while maintaining brand control and strategic influence.

Comparison to Industry Standards

• The 17.1% stake held by The Coca-Cola Company's affiliates in Coca-Cola Europacific Partners is a substantial minority interest, a common model in the global beverage industry.
• Major brand owners like Coca-Cola or PepsiCo frequently hold significant, but not necessarily controlling, stakes in their independent bottling and distribution partners, such as PepsiCo's various equity interests in its bottlers globally.
• This structure allows for shared risk and reward, leveraging the bottler's local market expertise while ensuring brand standards and strategic objectives are met.
• The previous deemed beneficial ownership of 52.6% with Olive Partners S.A. in 2016, though now disclaimed as a 'group,' illustrates a more controlling interest that has since evolved, possibly reflecting a shift towards a more independent operational model for CCEP while TCCC retains a strong strategic influence through its current stake and governance rights from the Shareholders' Agreement.

Corporate Governance

Related Party Transactions

• The beneficial ownership of 17.1% of Coca-Cola Europacific Partners plc by The Coca-Cola Company and its wholly-owned subsidiaries constitutes a significant related-party holding, reflecting the strategic partnership between the brand owner and its bottler.
• The Shareholders' Agreement between TCCC Parties, CCEP, and Olive Partners S.A. outlines specific transfer restrictions and governance rights, which are typical related-party arrangements in such strategic alliances.

Stakeholder Impact

• Shareholders of CCEP: Provides transparency regarding a significant strategic shareholder's stake, potentially reassuring investors about the long-term relationship with The Coca-Cola Company.
• Shareholders of The Coca-Cola Company: Confirms the continued strategic investment in a key bottling partner, aligning with TCCC's global distribution model.
• Management of CCEP: Indicates the continued influence and strategic alignment with The Coca-Cola Company through its significant ownership and governance rights.

Next Steps

• The document does not explicitly state future actions or milestones for CCEP or the reporting persons beyond the ongoing compliance with SEC filing requirements.

Key Dates

Keywords

Coca-Cola Europacific Partners, CCEP, The Coca-Cola Company, TCCC, Schedule 13G, Beneficial Ownership, Shareholding, SEC Filing, Beverage Industry, Bottling Partner, Shareholders Agreement, Corporate Governance