Monster Beverage Corporation Waives Financing Condition for Modified Dutch Auction Tender Offer to Purchase Up to $3.0 Billion of Its Outstanding Common Stock

Core Viewpoint - Monster Beverage Corporation is amending its modified Dutch auction tender offer to purchase shares of its common stock for cash at a price between $53.00 and $60.00, with a maximum aggregate purchase price of up to $3.0 billion [1] Group 1: Tender Offer Details - The tender offer commenced on May 8, 2024, and will expire on June 5, 2024, unless extended or terminated earlier [1] - The tender offer was originally conditioned on entering a new credit agreement and funding at least $1.0 billion under the Term Loan and Revolving Credit Facility prior to the expiration of the tender offer [2] - Monster intends to use $2.25 billion in cash on hand and expects to borrow $750 million under a new credit agreement to consummate the tender offer, waiving the Financing Condition [2] Group 2: Shareholder Participation - Sterling Trustees LLC intends to tender up to 10,000,000 shares on behalf of certain family members of Monster's co-CEOs, subject to market conditions [3] - Co-CEO Hilton Schlosberg plans to tender up to 350,000 shares he beneficially owns, while co-CEO Rodney Sacks intends to tender up to 610,000 shares he beneficially owns, both subject to market conditions [3] Group 3: Financial and Legal Advisors - Evercore Group L.L.C. and J.P. Morgan Securities LLC are acting as dealer managers for the tender offer, while D.F. King & Co., Inc. serves as the information agent [5] - The Offer to Purchase and related documents have been filed with the SEC, and shareholders can obtain these documents from the SEC's website [5]