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United States securities and exchange commission logo
May 13, 2024
Paul J. Dechary
Executive Vice President & General Counsel
Monster Beverage Corporation
1 Monster Way
Corona, CA 92879
Re: Monster Beverage
Corporation
Schedule TO-I Filed
May 8, 2024
File No. 005-41221
Dear Paul J. Dechary:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your offer
materials, unless otherwise
indicated.
Schedule TO-I Filed May 8, 2024
General
1. Where a filing person
elects to incorporate by reference the information required by Item
1010(a) of Regulation
M-A, all of the summarized financial information required by Item
1010(c) must be
disclosed in the document furnished to security holders. See Instruction 6
to Item 10 of Schedule
TO and telephone interpretation I.H.7 in the July 2001 supplement
to our Manual of
Publicly Available Telephone Interpretations that is available on the
Commission s website
at http://www.sec.gov. Please revise your disclosure to include the
information required by
Item 1010(c) of Regulation M-A and disseminate the amended
disclosure as required
by Exchange Act Rule 13e-4(e)(3). In addition, we note that the
Schedule TO indicates
that Item 10(b) is "not applicable." If such reference is intended to
indicate that the
disclosure described in Item 1010(b) of Regulation M-A is not applicable,
please include in your
response letter an explanation as to why the Company believes that
pro forma information
is not material to a shareholder's investment decision whether to
tender shares in the
Offer.
Paul J. Dechary
Monster Beverage Corporation
May 13, 2024
Page 2
Conditions of the Offer, page 33
2. Refer to the following condition on page 34 of the Offer to Purchase:
[A]ny change,
condition, event or development . . . [that] is discovered or is
threatened relating to (1)
general political, market, economic, financial or industry conditions
in the United States
or (2) our business, general affairs, management, financial position .
.. ., which in our
reasonable judgment is or may be materially adverse to us or otherwise
makes it
inadvisable for us to proceed with the Offer. A tender offer may be
conditioned on a
variety of events and circumstances provided that they are not within
the direct or indirect
control of the offeror. The conditions also must be drafted with
sufficient specificity to
allow for objective verification that the conditions have been
satisfied. Refer to Question
101.01 of the Tender Offer Rules and Schedules Compliance and
Disclosure
Interpretations (March 17, 2023). Please revise this condition so that
it is objectively
determinable and outside of the Company s control.
Source and Amount of Funds, page 35
3. Please disclose the existence of any alternative financing plans or
arrangements in the
event that the Company does not have the necessary funds to pay the
offer consideration
and related fees and expenses. If there are none, so state. See
General Instruction E to
Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation
M-A.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or Perry
Hindin at 202-
551-3444.
FirstName LastNamePaul J. Dechary Sincerely,
Comapany NameMonster Beverage Corporation
Division of
Corporation Finance
May 13, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName