PepsiCo Senior Notes Offering.
On March 17, 2020, PepsiCo, Inc. (“PepsiCo”)
announced an offering of $1.5 billion of its 2.250% Senior Notes due 2025 (the “2025 Notes”), $500 million of its 2.625%
Senior Notes due 2027 (the “2027 Notes”), $1.5 billion of its 2.750% Senior Notes due 2030 (the “2030 Notes”),
$750 million of its 3.500% Senior Notes due 2040 (the “2040 Notes”), $1.5 billion of its 3.625% Senior Notes due 2050
(the “2050 Notes”) and $750 million of its 3.875% Senior Notes due 2060 (the “2060 Notes,” and together
with the 2025 Notes, 2027 Notes, 2030 Notes, 2040 Notes and 2050 Notes, the “Notes”). BofA Securities, Inc., Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC were joint book-running managers for the offering of the Notes.
PepsiCo received net proceeds of approximately
$6.4 billion, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will
be used for general corporate purposes, including the repayment of commercial paper.
The Notes were offered and sold pursuant
to a Terms Agreement (the “Terms Agreement”) dated March 17, 2020 (incorporating the PepsiCo, Inc. Underwriting Agreement
Standard Provisions dated as of November 18, 2019 (the “Standard Provisions”)) among PepsiCo and the representatives
of the several underwriters, under PepsiCo’s automatic shelf registration statement (the “Registration Statement”)
on Form S-3 (File No. 333-234767), filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2019.
PepsiCo has filed with the SEC a prospectus supplement, dated March 17, 2020, together with the accompanying prospectus, dated
November 18, 2019, relating to the offer and sale of the Notes. The Notes were issued on March 19, 2020 pursuant to an Indenture
(the “Indenture”) dated as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee. The following
table summarizes information about the Notes and the offering thereof.
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2025 Notes
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2027 Notes
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2030 Notes
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2040 Notes
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2050 Notes
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2060 Notes
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Aggregate Principal Amount Offered:
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$1.5 billion
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$500 million
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$1.5 billion
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$750 million
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$1.5 billion
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$750 million
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Maturity Date:
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March 19, 2025
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March 19, 2027
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March 19, 2030
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March 19, 2040
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March 19, 2050
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March 19, 2060
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Interest Payment Dates:
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Semi-annually on each March 19 and September 19, commencing on September 19, 2020
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Semi-annually on each March 19 and September 19, commencing on September 19, 2020
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Semi-annually on each March 19 and September 19, commencing on September 19, 2020
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Semi-annually on each March 19 and September 19, commencing on September 19, 2020
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Semi-annually on each March 19 and September 19, commencing on September 19, 2020
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Semi-annually on each March 19 and September 19, commencing on September 19, 2020
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Coupon:
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2.250%
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2.625%
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2.750%
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3.500%
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3.625%
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3.875%
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Optional Redemption:
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Prior to February 19, 2025, make-whole call at Treasury rate plus 25 basis points; par call at any time on or after February 19, 2025
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Prior to January 19, 2027, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after January 19, 2027
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Prior to December 19, 2029, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after December 19, 2029
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Prior to September 19, 2039, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after September 19, 2039
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Prior to September 19, 2049, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after September 19, 2049
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Prior to September 19, 2059, make-whole call at Treasury rate plus 35 basis points; par call at any time on or after September 19, 2059
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Price to Public:
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99.929%
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99.487%
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99.463%
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99.232%
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99.474%
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98.419%
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The Notes are unsecured obligations of
PepsiCo and rank equally with all of PepsiCo’s other unsecured senior indebtedness. The Indenture also contains customary
event of default provisions.
The above description of the Terms Agreement,
the Indenture and the Notes is qualified in its entirety by reference to the Terms Agreement, the Indenture and the forms of Notes.
Each of the Terms Agreement, the Standard Provisions and the forms of the 2025 Note, 2027 Note, 2030 Note, 2040 Note, 2050 Note
and 2060 Note is incorporated by reference into the Registration Statement and is filed with this Current Report on Form 8-K as
Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5 and Exhibit 4.6, respectively. The Board
of Directors resolutions authorizing PepsiCo’s officers to establish the terms of the Notes have been filed as Exhibit 4.7
to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration Statement. Opinions regarding the
legality of the Notes are incorporated by reference into the Registration Statement and are filed with this Current Report on Form
8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated by reference into the
Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference to their inclusion
within Exhibits 5.1 and 5.2, respectively.