PURCHASE, N.Y., Oct. 6, 2021 /PRNewswire/ -- PepsiCo, Inc.
(NASDAQ: PEP) today announced that it has commenced cash tender
offers (collectively, the "Offers") for up to $4.0 billion aggregate purchase price (excluding
accrued and unpaid interest to, but not including, the applicable
settlement date and excluding fees and expenses related to the
Offers) (the "Maximum Tender Amount") of the debt securities listed
in the table below (collectively, the "Securities"). The Offers are
subject to the proration procedures described in the Offer to
Purchase dated October 6, 2021, as amended or supplemented (the
"Offer to Purchase"), and order of
priority (the "Acceptance Priority Levels" as set forth in the
table below under "Acceptance Priority Level"), and are made to
each registered holder of Securities (individually, a "Holder," and
collectively, the "Holders").
The following table sets forth certain information regarding the
Securities and the Offers:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
(in millions)
|
Acceptance
Priority
Level(1)
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page(2)
|
Fixed
Spread
(basis
points)
|
Early
Tender
Premium(3)
|
Hypothetical
Total
Consideration(3)(4)(5)
|
5.50% Senior Notes
due 2035
|
713448 EH7
|
$105.7
|
1
|
1.25% UST due
August 15, 2031
|
FIT1
|
+80
|
$30
|
$1,370.84
|
5.50% Senior Notes
due 2035, Series A
|
713448 ED6; U71344
BF8
|
$1.1
|
1
|
1.25% UST due
August 15, 2031
|
FIT1
|
+80
|
$30
|
$1,370.84
|
5.50% Senior Notes
due 2040
|
713448 BP2
|
$592.3
|
2
|
1.75% UST due
August 15, 2041
|
FIT1
|
+55
|
$30
|
$1,427.23
|
4.875% Senior Notes
due 2040
|
713448 BS6
|
$340.3
|
3
|
1.75% UST due
August 15, 2041
|
FIT1
|
+55
|
$30
|
$1,348.08
|
4.600% Senior Notes
due 2045
|
713448 CZ9
|
$500.0
|
4
|
2.375% UST due
May 15, 2051
|
FIT1
|
+67
|
$30
|
$1,321.91
|
4.450% Senior Notes
due 2046
|
713448 DD7
|
$1,500.0
|
5
|
2.375% UST due
May 15, 2051
|
FIT1
|
+68
|
$30
|
$1,300.89
|
4.250% Senior Notes
due 2044
|
713448 CQ9
|
$500.0
|
6
|
1.75% UST due
August 15, 2041
|
FIT1
|
+73
|
$30
|
$1,253.63
|
4.000% Senior Notes
due 2042
|
713448 BZ0
|
$750.0
|
7
|
1.75% UST due
August 15, 2041
|
FIT1
|
+62
|
$30
|
$1,216.13
|
4.000% Senior Notes
due 2047
|
713448 DV7
|
$750.0
|
8
|
2.375% UST due
May 15, 2051
|
FIT1
|
+68
|
$30
|
$1,228.94
|
3.875% Senior Notes
due 2060
|
713448 EV6
|
$750.0
|
9
|
2.375% UST due
May 15, 2051
|
FIT1
|
+76
|
$30
|
$1,247.08
|
3.600% Senior Notes
due 2042
|
713448 CC0
|
$600.0
|
10
|
1.75% UST due
August 15, 2041
|
FIT1
|
+65
|
$30
|
$1,150.61
|
3.625% Senior Notes
due 2050
|
713448 EU8
|
$1,500.0
|
11
|
2.375% UST due
May 15, 2051
|
FIT1
|
+65
|
$30
|
$1,180.24
|
3.500% Senior Notes
due 2040
|
713448 ET1
|
$750.0
|
12
|
1.75% UST due
August 15, 2041
|
FIT1
|
+53
|
$30
|
$1,138.46
|
3.450% Senior Notes
due 2046
|
713448 DP0
|
$1,500.0
|
13
|
2.375% UST due
May 15, 2051
|
FIT1
|
+65
|
$30
|
$1,133.38
|
3.375% Senior Notes
due 2049
|
713448 EM6
|
$1,000.0
|
14
|
2.375% UST due
May 15, 2051
|
FIT1
|
+65
|
$30
|
$1,129.42
|
|
__________
|
|
(1)
|
Subject to the
Maximum Tender Amount and proration, the principal amount of each
series of Securities that is purchased in the Offers will be
determined in accordance with the applicable Acceptance Priority
Level (in numerical priority order with 1 being the highest
Acceptance Priority Level and 14 being the lowest) specified in
this column.
|
|
(2)
|
The applicable page
on Bloomberg from which the Dealer Managers (as defined herein)
will quote the bid side prices of the applicable U.S. Treasury
Security. In the above table, "UST" denotes a U.S. Treasury
Security.
|
|
(3)
|
Per $1,000 principal
amount validly tendered at or prior to the Early Tender Deadline
and accepted for purchase.
|
|
(4)
|
Includes the Early
Tender Premium.
|
|
(5)
|
Hypothetical Total
Consideration for each series of Securities is based upon a
hypothetical Reference Yield (as defined below) determined as of
9:00 a.m., New York City time, on October 5, 2021 and assumes a
Settlement Date of October 25, 2021. The Reference Yield used to
determine actual consideration for the Securities is expected to be
calculated as of 9:00 a.m., New York City time on October 21, 2021.
The information provided in the above table with respect to the
Securities is for illustrative purposes only. The Company and the
Dealer Managers (as defined below) make no representation with
respect to the actual consideration that may be paid with respect
to the Securities, and such amounts may be greater or less than
those shown in the above table depending on the Reference Yield as
of the Price Determination Date (as defined below).
|
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase. The Offers are scheduled to expire
at 11:59 p.m., New York City time, on November 3, 2021, unless extended or earlier
terminated by PepsiCo (the "Expiration Date"). Tendered Securities
may be withdrawn until, but not after, 5:00
p.m., New York City time,
on October 20, 2021 (the "Withdrawal
Deadline"), except in certain limited circumstances where
additional withdrawal rights are required by law.
Holders of Securities validly tendered and not validly withdrawn
at or prior to 5:00 p.m.,
New York City time, on
October 20, 2021 (the "Early Tender
Deadline") and accepted for purchase will receive the applicable
total consideration ("Total Consideration"), which includes an
early tender premium of $30.00 per
$1,000 principal amount of the
Securities accepted for purchase (the "Early Tender Premium"). The
Total Consideration for each series of Securities validly tendered
and accepted for purchase will be determined in the manner
described in the Offer to Purchase
by reference to the applicable fixed spread over the yield to
maturity based on the bid side price of the applicable Reference
U.S. Treasury Security specified in the table above and in the
Offer to Purchase. In calculating
the applicable Total Consideration for a Series of Securities, the
application of the par call date, if any, will be in accordance
with standard market practice. Holders of Securities who validly
tender their Securities following the Early Tender Deadline and on
or prior to the Expiration Date will only receive the applicable
Tender Offer Consideration per $1,000
principal amount of any such Securities validly tendered by such
Holders that are accepted for purchase. The "Tender Offer
Consideration" is equal to the applicable Total Consideration minus
the Early Tender Premium. The Total Consideration and Tender Offer
Consideration will be determined at 9:00
a.m., New York City time,
October 21, 2021, unless extended by
PepsiCo.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Securities accepted
for purchase will also receive accrued and unpaid interest rounded
to the nearest cent, on such $1,000
principal amount of Securities from the last applicable interest
payment date to, but not including, the applicable settlement
date.
The settlement date for Securities validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline and
accepted for purchase is expected to be October 25, 2021, the third business day after
the Early Tender Deadline (the "Early Settlement Date"). The
settlement date for Securities validly tendered following the Early
Tender Deadline but on or prior to the Expiration Date and accepted
for purchase is expected to be November 5,
2021, the second business day after the Expiration Date,
assuming that the Maximum Tender Amount of Securities is not
purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount and proration, all
Securities validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level (with 1 being the highest) will be accepted before any
validly tendered Securities having a lower Acceptance Priority
Level (with 14 being the lowest), and all Securities validly
tendered following the Early Tender Deadline having a higher
Acceptance Priority Level will be accepted before any Securities
validly tendered following the Early Tender Deadline having a lower
Acceptance Priority Level. If the Offers are not fully subscribed
at the Early Tender Deadline, subject to the Maximum Tender Amount
and proration, Securities validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline will be accepted
for purchase in priority to other Securities validly tendered
following the Early Tender Deadline even if such Securities validly
tendered following the Early Tender Deadline have a higher
Acceptance Priority Level than Securities validly tendered at or
prior to the Early Tender Deadline. PepsiCo reserves the absolute
right to increase or decrease the Maximum Tender Amount without
extending the Early Tender Deadline or the Withdrawal Deadline,
subject to compliance with applicable law. There can be no
assurance that PepsiCo will increase or decrease the Maximum Tender
Amount.
If the Offers are fully subscribed at the Early Tender Deadline,
Holders who validly tender Securities following the Early Tender
Deadline but on or prior to the Expiration Date will not have any
of their Securities accepted for purchase regardless of their
Acceptance Priority Level.
Securities of a series may be subject to proration (as described
in the Offer to Purchase) if the
aggregate purchase price of the Securities of such series validly
tendered and not validly withdrawn would cause the Maximum Tender
Amount to be exceeded. The Offers are not conditioned on any
minimum amount of Securities or any series of Securities being
tendered. However, PepsiCo's obligation to accept for purchase, and
to pay for, the Securities validly tendered and not validly
withdrawn in the Offers is subject to the satisfaction or waiver of
the conditions as described in the Offer to Purchase, including the financing condition
described therein. PepsiCo reserves the absolute right, subject to
applicable law, to: (i) waive any and all conditions to the Offers;
(ii) extend or terminate the Offers; (iii) increase or decrease the
Maximum Tender Amount without extending the Early Tender Deadline
or the Withdrawal Deadline; or (iv) otherwise amend the Offers in
any respect.
A beneficial owner of Securities that are held of record by a
broker, dealer, commercial bank, trust company or other nominee
must contact the nominee promptly and instruct the nominee to
tender such Securities on the beneficial owner's behalf prior to
the Early Tender Deadline in order to receive the Total
Consideration or, in the case of Securities tendered after the
Early Tender Deadline, but prior to the Expiration Date, in order
to have an opportunity to receive the Tender Offer Consideration as
described in the Offer to Purchase. A nominee may have an earlier
deadline for accepting the applicable Offers.
BofA Securities, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and J.P. Morgan Securities LLC are acting as the
dealer managers for the Offers (collectively, the "Dealer
Managers"). The information agent and tender agent for the Offers
is Global Bondholder Services Corporation (the "Tender Agent").
Copies of the Offer to Purchase
and related offer materials are available by contacting the Tender
Agent by telephone at (866) 924-2200 (toll-free) or (212) 430–3774
(banks and brokers), by email at contact@gbsc-usa.com, or at
https://gbsc-usa.com/registration/pepsi/. Questions regarding the
Offers should be directed to the Liability Management Groups of
BofA Securities, at (888) 292-0070 (toll-free), Citigroup Global
Markets Inc., at (800) 558-3745, Deutsche Bank Securities Inc., at
(866) 627-0391 (toll-free), or J.P. Morgan Securities LLC, at
866-834-4666 (toll-free).
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell with
respect to any securities. The solicitation of offers to sell the
Securities is only being made pursuant to the terms of the Offer to
Purchase. The offer is not being
made in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. None of PepsiCo or its affiliates, its
board of directors, the Dealer Managers, the information and tender
agent or the trustee for any series of Securities is making any
recommendation as to whether or not holders should tender their
Securities in connection with the Offers, and neither PepsiCo nor
any other person has authorized any person to make any such
recommendation.
Contacts:
|
Investor
Relations
investor@pepsico.com
|
Communications
pepsicomediarelations@pepsico.com
|
About PepsiCo
PepsiCo products are enjoyed by consumers more than one billion
times a day in more than 200 countries and territories around the
world. PepsiCo generated more than $70
billion in net revenue in 2020, driven by a complementary
food and beverage portfolio that includes Frito-Lay, Gatorade,
Pepsi-Cola, Quaker, Tropicana and SodaStream. PepsiCo's product
portfolio includes a wide range of enjoyable foods and beverages,
including 23 brands that generate more than $1 billion each in estimated annual retail sales.
Guiding PepsiCo is our vision to Be the Global Leader in Convenient
Foods and Beverages by Winning with Purpose. "Winning with Purpose"
reflects our ambition to win sustainably in the marketplace and
embed purpose into all aspects of our business strategy and brands.
For more information, visit www.pepsico.com.
Cautionary Statement
Statements in this communication that are "forward-looking
statements" are based on currently available information, operating
plans and projections about future events and trends. Terminology
such as "aim," "anticipate," "believe," "drive," "estimate,"
"expect," "expressed confidence," "forecast," "future," "goal,"
"guidance," "intend," "may," "objective," "outlook," "plan,"
"position," "potential," "project," "seek," "should," "strategy,"
"target," "will" or similar statements or variations of such words
and other similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such terms. Forward-looking statements
inherently involve risks and uncertainties that could cause actual
results to differ materially from those predicted in such
forward-looking statements. Such risks and uncertainties include,
but are not limited to: the impact of COVID-19; future demand for
PepsiCo's products; damage to PepsiCo's reputation or brand image;
issues or concerns with respect to product quality and safety;
PepsiCo's ability to compete effectively; PepsiCo's ability to
attract, develop and maintain a highly skilled and diverse
workforce; water scarcity; changes in the retail landscape or in
sales to any key customer; disruption of PepsiCo's supply chain,
including cost inflation in raw materials, packaging and
commodities; political or social conditions in the markets where
PepsiCo's products are made, manufactured, distributed or sold;
PepsiCo's ability to grow its business in developing and emerging
markets; changes in economic conditions in the countries in which
PepsiCo operates; future cyber incidents and other disruptions;
failure to successfully complete or manage strategic transactions;
PepsiCo's reliance on third-party service providers; climate change
or measures to address climate change; strikes or work stoppages;
failure to realize benefits from PepsiCo's productivity
initiatives; deterioration in estimates and underlying assumptions
regarding future performance that can result in an impairment
charge; fluctuations or other changes in exchange rates; any
downgrade or potential downgrade of PepsiCo's credit ratings;
imposition or proposed imposition of new or increased taxes aimed
at PepsiCo's products; imposition of limitations on the marketing
or sale of PepsiCo's products; changes in laws and regulations
related to the use or disposal of plastics or other packaging of
PepsiCo's products; failure to comply with personal data protection
and privacy laws; increase in income tax rates, changes in income
tax laws or disagreements with tax authorities; failure to
adequately protect PepsiCo's intellectual property rights or
infringement on intellectual property rights of others; failure to
comply with applicable laws and regulations; potential liabilities
and costs from litigation, claims, legal or regulatory proceedings,
inquiries or investigations; and the financing condition described
in the Offer to Purchase may not
be satisfied.
For additional information on these and other factors that could
cause PepsiCo's actual results to materially differ from those set
forth herein, please see PepsiCo's filings with the Securities and
Exchange Commission, including its most recent annual report on
Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors
are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they
are made. We undertake no obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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SOURCE PepsiCo, Inc.