Item 8.01.
Other Events.
PepsiCo Senior Notes Offering.
On October 5, 2017, PepsiCo, Inc. (PepsiCo) announced an offering of $1,500,000,000 of its Floating Rate Notes due 2018 (the Floating Rate Notes), $1,000,000,000 of its 2.000% Senior Notes due 2021 (the 2021 Notes) and $1,500,000,000 of its 3.000% Senior Notes due 2027 (the 2027 Notes and, together with the Floating Rate Notes and 2021 Notes, the Notes). BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated were joint bookrunners for the offering of the Notes.
PepsiCo received net proceeds of approximately $3,984 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 October 5, 2017 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of June 30, 2017) among PepsiCo and the representatives of the several underwriters, under PepsiCos automatic shelf registration statement (the Registration Statement) on Form S-3 (Registration No. 333-216082), filed with the Securities and Exchange Commission (the SEC) on February 15, 2017. PepsiCo has filed with the SEC a prospectus supplement, dated October 5, 2017, together with the accompanying prospectus, dated February 15, 2017, relating to the offer and sale of the Notes. The Notes were issued on October 10, 2017 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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Floating Rate
Notes due 2018
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2.000% Senior
Notes due 2021
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3.000% Senior
Notes due 2027
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Aggregate Principal Amount Offered:
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$1,500,000,000
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$1,000,000,000
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$1,500,000,000
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Maturity Date:
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October 15, 2018
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April 15, 2021
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October 15, 2027
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Interest Payment Dates:
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Quarterly on January 15, 2018, April 15, 2018, July 15, 2018 and October 15, 2018
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Semi-annually on each April 15 and October 15, commencing on April 15, 2018
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Semi-annually on each April 15 and October 15, commencing on April 15, 2018
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Initial Interest Rate:
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3 month LIBOR plus zero basis points, determined on the second London business day prior to October 10, 2017
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Coupon:
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2.000%
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3.000%
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Optional Redemption:
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Prior to March 15, 2021, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after March 15, 2021
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Prior to July 15, 2027, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after July 15, 2027
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Price to Public:
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100.000%
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99.980%
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99.717%
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1
The Notes are unsecured obligations of PepsiCo and rank equally with all of PepsiCos 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 and the forms of the Floating Rate Notes, 2021 Notes and 2027 Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively. The Board of Directors resolutions authorizing PepsiCos 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 attached to 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 attached to 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. The PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of June 30, 2017 are filed herewith as Exhibit 1.2.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
1.1
Terms Agreement dated October 5, 2017 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of June 30, 2017) among PepsiCo and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters named therein.
1.2
PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of June 30, 2017 (included in Exhibit 1.1 as Annex A thereto).
4.1
Form of Floating Rate Notes due 2018.
4.2
Form of 2.000% Senior Notes due 2021.
4.3
Form of 3.000% Senior Notes due 2027.
5.1
Opinion of Davis Polk & Wardwell LLP.
5.2
Opinion of Womble Carlyle Sandridge & Rice, LLP.
23.1
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.2
Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5.2).
2