PepsiCo Senior Notes Offering.
On April 29, 2020, PepsiCo, Inc. (“PepsiCo”)
announced an offering of €1,000,000,000 aggregate principal amount of its 0.250% Senior Notes due 2024 (the “2024 Notes”)
and €1,000,000,000 aggregate principal amount of its 0.500% Senior Notes due 2028 (the “2028 Notes,” and together
with the 2024 Notes, the “Notes”). BNP Paribas, Deutsche Bank AG, London Branch and HSBC Bank plc were joint book-running
managers for the offering of the Notes.
PepsiCo received net proceeds of approximately
€1,991 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 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 6, 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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Title of Securities:
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0.250% Senior Notes due 2024
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0.500% Senior Notes due 2028
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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 6, 2024
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May 6, 2028
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Interest Payment Dates:
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Annually on May 6, commencing on May 6, 2021.
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Annually on May 6, commencing on May 6, 2021.
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Coupon:
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0.250%
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0.500%
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Optional Redemption:
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Prior to April 6, 2024, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after April 6, 2024.
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Prior to February 6, 2028, make-whole call at comparable government bond rate plus 20 basis points; par call at any time on or after February 6, 2028.
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Price to Public:
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99.865%
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99.914%
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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 2024 Note and 2028 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.