JDE PEET’S N.V. announces consent solicitations in respect of outstanding Euro Notes
24 April 2026
PRESS RELEASE
Amsterdam, April 24, 2026
Not for release, publication or distribution in or into, or to any person located or resident in, any jurisdiction where it is unlawful to release, publish or distribute this document.
JDE Peet’s N.V. (the "Issuer") announces today separate invitations (each such invitation, a "Consent Solicitation") to eligible holders of each Series of the outstanding Notes to consent to certain modifications of the terms and conditions (in respect of each Series, the "Conditions") of the relevant Series to reflect the new corporate structure of the Maple Group following the consummation of the Acquisition and Separation and the introduction of the Guarantors to guarantee the Issuer’s payment obligations under the Notes, all as proposed by the Issuer for approval by a separate extraordinary resolution of the holders of each Series.
This announcement does not contain the full terms and conditions of the Consent Solicitations or the full text of the proposed amendments to the Conditions of each Series, which are contained in the Consent Solicitation Memorandum dated 24 April 2026 (the "Consent Solicitation Memorandum") prepared by the Issuer, which is available to Noteholders from the Tabulation Agent (including on its website via the link https://deals.is.kroll.com/jdep).
Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.
Details of the Notes and Consent Solicitations
| Notes | ISIN / Common Code | Maturity Date | Outstanding nominal amount | Early Consent Fee* |
| 2027 Notes | XS3248357926 / 324835792 | 11 December 2027 | EUR 600,000,000 | 0.10 per cent. |
| 2028 Notes | XS2407010656 / 240701065 | 9 February 2028 | EUR 600,000,000 | 0.10 per cent. |
| 2029 Notes | XS2354569407 / 235456940 | 16 January 2029 | EUR 750,000,000 | 0.10 per cent. |
| 2030 Notes | XS2728561098 / 272856109 | 23 January 2030 | EUR 500,000,000 | 0.10 per cent. |
| 2033 Notes | XS2354444379 / 235444437 | 16 June 2033 | EUR 500,000,000 | 0.10 per cent. |
| 2034 Notes | XS2728560959 / 272856095 | 23 January 2034 | EUR 500,000,000 | 0.10 per cent. |
| * expressed as a percentage of the nominal amount of the relevant Notes that are the subject of the relevant Consent Instruction or Ineligible Holder Confirmation, as applicable. | ||||
Rationale
On 25 August 2025, the Issuer announced that it entered into a definitive agreement with Keurig Dr Pepper Inc. ("KDP") under which KDP would acquire JDE Peet's in an all-cash transaction (the "Acquisition"). On 13 April 2026, KDP and the Issuer announced that KDP had acquired approximately 97.75 per cent. of the shares in the Issuer and that KDP would initiate statutory buy-out proceedings and will implement a post-closing demerger to acquire 100 per cent. of the shares in the Issuer. It is currently intended that the Issuer's shares will be delisted from Euronext Amsterdam on 30 April 2026 and subsequently the Issuer will be converted into a private limited liability company (besloten vennootschap) under Dutch law and following a demerger (including all assets and liabilities of JDE Peet’s B.V.), as of 1 May 2026, registered with the Dutch trade register as JDEP Coffee B.V.
Following consummation of the Acquisition, the Issuer will be integrated into KDP and subsequently, KDP will separate its combined businesses into two independent, strategically focused, U.S.-listed publicly traded companies; a beverage company and a coffee company ("Global Coffee Co"). Following the Separation, Maple Parent Holdings Corp. ("Maple") will be the parent holding company of Global Coffee Co. For avoidance of doubt, the Separation is not conditional upon the implementation of the Extraordinary Resolutions.
The Issuer is undertaking the Consent Solicitations for the purpose of making certain amendments to the Conditions to reflect the new corporate structure of the Maple Group following the Acquisition and the Separation, including the introduction of the Guarantors to guarantee the payment obligations of the Issuer under the Notes and certain amendments in connection therewith.
Notice of Meetings in respect of the Notes
A notice (the "Notice") convening separate meetings (each a "Meeting") of the holders of the Notes of each Series has been given to Noteholders in accordance with the relevant Conditions on the date of this announcement.
Proposed Amendments
The purpose of each Consent Solicitation is to, in connection with the introduction of the Guarantee by the Guarantors, the amendment of Condition 3 (Guarantees and Status), Condition 4 (Negative Pledge) and Condition 10(a) (Events of Default) of the terms and conditions of the relevant Notes and certain ancillary amendments in relation to the foregoing, and to authorise, direct and request the Fiscal Agent to give effect to such amendments, all as proposed by the Issuer for approval by a separate Extraordinary Resolution in respect of each Series and as further described in the Consent Solicitation Memorandum and in the Notice.
Early Consent Fee
Each Noteholder from whom a valid Consent Instruction in favour of the relevant Extraordinary Resolution is received by the Tabulation Agent by the Early Instruction Deadline will be eligible to receive payment of the Early Consent Fee, subject to (a) such Consent Instruction not being revoked (in the limited circumstances set out in the Consent Solicitation Memorandum in which such revocation is permitted), (b) the relevant Extraordinary Resolution being duly passed, (c) the Eligibility Condition being satisfied;(d) the Issuer not having previously terminated the Consent Solicitation relating to the relevant Extraordinary Resolution in accordance with the provisions for such termination (as set out in the Consent Solicitation Memorandum), and (e) satisfaction (in the sole discretion of the Issuer) waiver of the Resolution Inter-conditionality, all as more fully described in the Consent Solicitation Memorandum.
Consent Conditions
The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on satisfaction (or, in the case of the Resolution Inter-conditionality, waiver) of the Consent Conditions (including the Eligibility Condition) as further described in the Consent Solicitation Memorandum and in the Notice.
Expected Timetable of Events
The Consent Solicitations commence today and the Early Instruction Deadline shall be 5.00 p.m. (CEST) on 5 May 2026. The Expiration Deadline shall be 5.00 p.m. (CEST) on 13 May 2026. The initial Meeting (in respect of the December 2027 Notes) will commence at 10.00 a.m. (Amsterdam time) on 18 May 2026, with subsequent Meetings in respect of each other Series (in chronological order of scheduled maturity date) being held at 5 minute intervals thereafter or after the completion of the preceding Meeting (whichever is later).
The results of the Meetings will be announced as soon as reasonably practicable after the Meetings, with the Implementation Date expected to be on or around 18 May 2026. The Early Consent Fee Payment Date will be no later than the fifth Business Day following the relevant Meeting or, as may be required, any adjourned Meeting for another Series.
Further Information
Deutsche Bank Aktiengesellschaft (Telephone: +44 207 545 8011; Attention: Liability Management Group), Goldman Sachs Bank Europe SE (Telephone: +44 207 7744 836; Attention: Liability Management Group; Email: liabilitymanagement.eu@gs.com) and Morgan Stanley Europe SE (Telephone: +44 20 7677 0582; Attention: Liability Management Team, Global Capital Markets, Global Capital Markets; Email: liabilitymanagementeurope@morganstanley.com) are acting as Solicitation Agents for the Offer and Kroll Issuer Services Limited Telephone +44 (0)20 7704 0880; Attention: Arlind Bytyqi; Email: jdep@is.kroll.com; Website: https://deals.is.kroll.com/jdep) is acting as Tabulation Agent.
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to any Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the relevant Consent Solicitation or otherwise attend the relevant Meeting (including any adjourned such Meeting) at which the relevant Extraordinary Resolution is to be considered.
Market Abuse Regulation
This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
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Enquiries
Media
Moustapha Echahbouni
+31 6 2139 1762
Media@JDEPeets.com
Investors & Analysts
Robin Jansen
+31 6 1594 4569
IR@JDEPeets.com
About JDE Peet's
JDE Peet’s – now part of Keurig Dr Pepper – is the world’s leading pure-play coffee company, with a presence in more than 100 markets. Guided by our ‘Reignite the Amazing’ strategy, we are focused on brand-led growth across three big bets: Peet’s, L’OR, and our 10 strategically selected local icons led by Jacobs. In 2025, JDE Peet’s generated total sales of EUR 9.9 billion and employed a global workforce of more than 21,000 employees. Discover more about our journey to deliver a coffee for every cup and a brand for every heart at www.jdepeets.com.
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