PepsiCo Senior Notes Offering.
On February 13, 2023, PepsiCo, Inc. (“PepsiCo”)
announced an offering of $350,000,000 of its Floating Rate Notes due 2026 (the “2026 Floating Rate Notes”), $500,000,000 of
its 4.550% Senior Notes due 2026 (the “2026 Notes”), $650,000,000 of its 4.450% Senior Notes due 2028 (the “2028 Notes”),
$1,000,000,000 of its 4.450% Senior Notes due 2033 (the “2033 Notes”) and $500,000,000 of its 4.650% Senior Notes due 2053
(the “2053 Notes,” and together with the 2026 Floating Rate Notes, 2026 Notes, 2028 Notes and 2033 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
$2,983 million, 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 February 13, 2023 (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. 333-266332), filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2022. PepsiCo has filed with the
SEC a prospectus supplement, dated February 13, 2023, together with the accompanying prospectus, dated July 26, 2022, relating to the
offer and sale of the Notes. The Notes were issued on February 15, 2023 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.
| |
|
Floating Rate
Notes due 2026 |
|
4.550% Senior
Notes due 2026 |
|
4.450% Senior
Notes due 2028 |
|
4.450% Senior
Notes due 2033 |
|
4.650% Senior
Notes due 2053 |
|
| Aggregate Principal Amount Offered: |
|
$350,000,000 |
|
$500,000,000 |
|
$650,000,000 |
|
$1,000,000,000 |
|
$500,000,000 |
|
| Maturity Date: |
|
February 13, 2026 |
|
February 13, 2026 |
|
May 15, 2028 |
|
February 15, 2033 |
|
February 15, 2053 |
|
| Interest Payment Dates: |
|
Quarterly in arrears on each February 13, May 13, August 13 and November 13, commencing May 13, 2023 |
|
Semi-annually on each February 13 and August 13, commencing August 13, 2023 |
|
Semi-annually on each May 15 and November 15, commencing November 15, 2023 |
|
Semi-annually on each February 15 and August 15, commencing August 15, 2023 |
|
Semi-annually on each February 15 and August 15, commencing August 15, 2023 |
|
| Coupon: |
|
Compounded SOFR plus 0.400%. The interest rate on the Floating Rate Notes due 2026 will in no event be lower than zero |
|
4.550% |
|
4.450% |
|
4.450% |
|
4.650% |
|
| Compounded SOFR: |
|
A compounded average of the daily Secured Overnight Financing Rate (“SOFR”) determined by reference to the SOFR Index for each quarterly interest period in accordance with the specific formula in the prospectus supplement |
|
— |
|
— |
|
— |
|
— |
|
| Optional Redemption: |
|
— |
|
Prior to January 13, 2026, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after January 13, 2026 |
|
Prior to April 15, 2028, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after April 15, 2028 |
|
Prior to November 15, 2032, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after November 15, 2032 |
|
Prior to August 15, 2052, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after August 15, 2052 |
|
| Price to Public: |
|
100.000% |
|
99.942% |
|
99.866% |
|
99.864% |
|
99.936% |
|
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 2026 Floating Rate Note, 2026 Note, 2028 Note, 2033 Note and 2053
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 and Exhibit 4.5, 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.