Current Report Filing (8-k)
July 18 2022 - 4:53PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 18, 2022
PepsiCo, Inc.
(Exact name of registrant as specified in
its charter)
North Carolina |
1-1183 |
13-1584302 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
700 Anderson Hill Road,
Purchase,
New York |
10577 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (914) 253-2000
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common Stock, par value 1-2/3 cents per share |
|
PEP |
|
The Nasdaq Stock Market LLC |
2.500% Senior Notes due 2022 |
|
PEP22a |
|
The Nasdaq Stock Market LLC |
0.250% Senior Notes due 2024 |
|
PEP24 |
|
The Nasdaq Stock Market LLC |
2.625% Senior Notes due 2026 |
|
PEP26 |
|
The Nasdaq Stock Market LLC |
0.750% Senior Notes due 2027 |
|
PEP27 |
|
The Nasdaq Stock Market LLC |
0.875% Senior Notes due 2028 |
|
PEP28 |
|
The Nasdaq Stock Market LLC |
0.500% Senior Notes due 2028 |
|
PEP28a |
|
The Nasdaq Stock Market LLC |
1.125% Senior Notes due 2031 |
|
PEP31 |
|
The Nasdaq Stock Market LLC |
0.400% Senior Notes due 2032 |
|
PEP32 |
|
The Nasdaq Stock Market LLC |
0.750% Senior Notes due 2033 |
|
PEP33 |
|
The Nasdaq Stock Market LLC |
0.875% Senior Notes due 2039 |
|
PEP39 |
|
The Nasdaq Stock Market LLC |
1.050% Senior Notes due 2050 |
|
PEP50 |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
¨ |
PepsiCo Senior Notes Offering.
On July 14, 2022, PepsiCo, Inc. (“PepsiCo”)
announced an offering of $1,250,000,000 of its 3.900% Senior Notes due 2032 (the “Notes”). Goldman Sachs & Co. LLC, Mizuho
Securities USA LLC and Morgan Stanley & Co. LLC were joint book-running managers for the offering of the Notes.
PepsiCo received net proceeds of approximately
$1,242 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. An amount equivalent to the
net proceeds will be used to fund, in whole or in part, Eligible Green Projects, which promote PepsiCo’s selected Sustainable Development
Goals as defined by the United Nations.
The Notes were offered and sold pursuant to a
Terms Agreement (the “Terms Agreement”) dated July 14, 2022 (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 July 14, 2022, together with the accompanying prospectus, dated November 18, 2019, relating to
the offer and sale of the Notes. The Notes were issued on July 18, 2022 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.
| |
3.900% Senior Notes due 2032 |
Aggregate Principal Amount Offered: | |
$1,250,000,000 |
Maturity Date: | |
July 18, 2032 |
Interest Payment Dates: | |
Semi-annually on each January 18 and July 18, commencing January 18, 2023 |
Coupon: | |
3.900% |
Optional Redemption: | |
Prior to April 18, 2032, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after April 18, 2032 |
Price to Public: | |
99.844% |
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 form of 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 and Exhibit 4.1, 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.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 18, 2022 |
PepsiCo, Inc.
|
|
By: |
/s/ Cynthia A. Nastanski |
|
|
Name: |
Cynthia A. Nastanski |
|
|
Title: |
Senior Vice President, Corporate Law and Deputy Corporate Secretary |
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