KEURIG DR PEPPER recommends ST

Burlington, MA and Frisco, Texas, June 23, 2022

Burlington, Massachusetts. And the Frisco, TexasAnd the 23 June 2022 /PRNewswire/ — Keurig Dr Pepper Inc. (NASDAQ:KDP) today that it was notified of an unsolicited “small bid” offer by TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 4,000,000 shares of Keurig Dr Pepper common stock at an offer price of $32.85 net per share in cash, which is an approximate discount of 4.37% from $34.35 The closing price of the common stock of Keurig Dr Pepper on the NASDAQ Stock Exchange on June 17, 2022which is the last trading day before the start of the TRC Capital mini-bid offer, and an approximate discount of 5.82% on $34.88 Close price per share of Keurig Dr Pepper’s common stock in June 22 2022.

Keurig Dr Pepper does not endorse TRC Capital’s mini-tender proposal and is in no way associated with TRC Capital, its mini-tender proposal or mini-bid proposal documents.

Keurig Dr Pepper recommends that its shareholders decline the offer and not offer their shares in response to TRC Capital’s offer in a below market. This small bid offer is at below market price of Keurig Dr Pepper’s common stock (as of yesterday’s close) and is subject to a number of conditions, including, among other things, TRC Capital’s ability to obtain sufficient debt financing, along with cash in hand to complete the offer.

TRC Capital has submitted similar mini-bid offers for shares of other companies. TRC Capital’s mini-tender bid seeks less than 5% of Keurig Dr Pepper’s outstanding common stock, thereby avoiding many of the Securities and Exchange Commission’s (“SEC”) procedural disclosure and protection requirements. The Securities and Exchange Commission warned investors about micro-bid offers in its Investor Alert, and advised that some bidders submit micro-bid offers at below-market prices “in the hope that they will surprise investors if investors do not compare the bid price to the current market price.” The SEC’s cautionary alert to investors regarding small tender offers is on its website at: https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

Shareholders should obtain current market prices for their shares of Keurig Dr Pepper’s common stock, consult with their broker or financial advisor, and exercise caution regarding TRC Capital’s mini-bid offer. Shareholders who have already submitted stock bids are advised that they may withdraw their shares by giving written notice described in TRC Capital’s mini-bid offer documents before the expiration of the offer, currently scheduled on 12:01 amAnd the New York City time on Thursday 21 July 2022.

Keurig Dr Pepper encourages brokers and dealers, as well as other market participants, to review the SEC letter for the publication and disclosure of a broker-mini-dealer offer at https://www.sec.gov/divisions/marketreg/minitenders/sia072401. htm.

Keurig Dr Pepper requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for Keurig Dr Pepper’s common stock.

Investors:

Steve Alexander
Keurig Dr Pepper
Tel: 972-673-6769 / [email protected]

The media:

Katie Gilroy
Keurig Dr Pepper
T: 781-418-3345 / [email protected]

About KEURIG DR PEPPER

Keurig Dr Pepper (KDP) is a leading beverage company in North Amaricaapproaching annual revenue 13 billion dollars and nearly 27,000 employees. KDP holds leadership positions in soft drinks, coffee, specialty tea, water, juice, juice drinks and blenders, and markets the #1 coffee brewing system in the United States and Canada. The company’s portfolio of over 125 owned, licensed and partner brands is designed to meet virtually any consumer need, at any time, and includes Keurig®, Dr Pepper®, Green Mountain Coffee Roasters®, Canada Dry®, Snapple®, Bai® and Mott’s® and CORE® and The Original Donut Shop®. With its strong sales and distribution network, KDP can deliver a range of hot and cold beverages to nearly every consumer point of purchase. The company is committed to responsibly supplying, producing and distributing beverages through Drink Well. I do well. Corporate responsibility platform, including efforts related to circular packaging, efficient use of natural resources and supply chain sustainability. For more information, visit www.keurigdrpepper.com.

forward-looking statements

Some of the statements herein are “forward-looking statements” within the meaning of applicable securities laws and regulations. Such forward-looking statements may generally be identified by the use of words such as “expect,” “direction,” “expect,” “expect,” “believe,” “could,” “estimate,” “feel,” “expect,” “intend” and “may,” “plan,” “probable,” “project,” “should,” “objective,” “will,” “will,” and similar words. Forward-looking statements by their nature address uncertain matters to various degrees. These statements are based on expectations. current performance of our management, and are not forecasts of actual performance, and actual results may differ materially.

Forward-looking statements are subject to a number of risks and uncertainties, including factors disclosed in our annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. We are under no obligation to update, amend or withdraw any forward-looking statements, except as required by applicable law.

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Source: Keurig Dr Pepper Inc.

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