PepsiCo Senior Notes Offering.
On April 29, 2020, PepsiCo, Inc. (“PepsiCo”)
announced an offering of $1,000,000,000 of its 0.750% Senior Notes due 2023 (the “2023 Notes”) and $1,000,000,000 of
its 1.625% Senior Notes due 2030 (the “2030 Notes,” and together with the 2023 Notes, 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
$1,987 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 April 29, 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 April 29, 2020, together with the accompanying prospectus, dated
November 18, 2019, relating to the offer and sale of the Notes. The Notes were issued on May 1, 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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0.750% Senior Notes due 2023
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1.625% Senior Notes due 2030
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Aggregate Principal Amount Offered:
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$1,000,000,000
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$1,000,000,000
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Maturity Date:
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May 1, 2023
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May 1, 2030
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Interest Payment Dates:
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Semi-annually on each May 1 and November 1, commencing on November 1, 2020
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Semi-annually on each May 1 and November 1, commencing on November 1, 2020
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Coupon:
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0.750%
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1.625%
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Optional Redemption:
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Make-whole call at Treasury rate plus 10 basis points
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Prior to February 1, 2030, make-whole call at Treasury rate plus 20 basis points; par call at any time on or after February 1, 2030
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Price to Public:
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99.802%
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99.569%
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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 2023 Note and 2030 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 and
Exhibit 4.2, 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.