PepsiCo,Inc. (NYSE:PEP) Files An 8-K Other Events

PepsiCo,Inc. (NYSE:PEP) Files An 8-K Other Events

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Item 8.01. Other Events.

PepsiCo Senior Notes Offering.

On May1, 2017, PepsiCo,Inc. (PepsiCo) announced an offering of
750,000,000 Canadian dollars (CAD) of its 2.150% Senior Notes due
2024 (the Notes). HSBC Securities (Canada) Inc., RBC Dominion
Securities Inc. and TD Securities Inc. were joint bookrunners for
the offering of the Notes.

PepsiCo received net proceeds of approximately CAD746 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 to a Terms Agreement (the Terms
Agreement) dated May1, 2017 (incorporating the Underwriting
Agreement Standard Provisions dated May1, 2017) among PepsiCo and
the underwriters, under PepsiCos automatic shelf registration
statement (the Registration Statement) on FormS-3 (Registration
No.333-216082), filed with the Securities and Exchange Commission
(the SEC) on February15, 2017. PepsiCo has filed with the SEC a
prospectus supplement, dated May1, 2017, together with the
accompanying prospectus, dated February15, 2017, relating to the
offer and sale of the Notes. The Notes were issued on May4, 2017
to an Indenture (the Indenture) dated as of May21, 2007 between
PepsiCo and The Bank of New York Mellon, as Trustee. The
following table summarizes information about the Notes and the
offering thereof.

Title of securities:

2.150% Senior Notes due 2024

Aggregate principal amount:

CAD750,000,000

Public offering price:

99.935%

Maturity date:

May6, 2024

Interest payment dates:

Semi-annually on each May6 and November6, commencing on
November6, 2017

Coupon:

2.150%

Optional redemption:

Prior to March6, 2024, make-whole call at Government of
Canada Yield plus 21.5 basis points; par call at any time
on or after March6, 2024

Tax redemption:

The Notes are redeemable at par if changes involving United
States taxation occur which could require PepsiCo to pay
additional amounts to gross-up investors for tax
withholding obligations.

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 form of Notes. Each of the Terms
Agreement and the form of the Notes is incorporated by reference
into the Registration Statement and

is attached to this Current Report on Form8-K as Exhibit1.1 and
Exhibit4.1, respectively. The Board of Directors resolutions
authorizing PepsiCos officers to establish the terms of the
Notes have been filed as Exhibit4.7 to the Registration
Statement. The Indenture has been filed as Exhibit4.3 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 Form8-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 Form8-K as Exhibits 23.1 and 23.2 by
reference to their inclusion within Exhibits 5.1 and 5.2,
respectively.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits

1.1 Terms Agreement dated May1, 2017 (incorporating the
Underwriting Agreement Standard Provisions dated May1, 2017)
among PepsiCo and HSBC Securities (Canada) Inc., RBC Dominion
Securities Inc. and TD Securities Inc.

4.1 Formof 2.150% Senior Notes due 2024.

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
Exhibit5.1).

23.2 Consent of Womble Carlyle Sandridge Rice, LLP (included in
Exhibit5.2).


About PepsiCo, Inc. (NYSE:PEP)

PepsiCo, Inc. is a global food and beverage company. The Company’s portfolio of brands includes Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana. The Company operates through six segments: Frito-Lay North America (FLNA), Quaker Foods North America (QFNA), North America Beverages (NAB), Latin America, Europe Sub-Saharan Africa (ESSA), and Asia, Middle East and North Africa (AMENA). The FLNA segment includes its branded food and snack businesses in the United States and Canada. The QFNA segment includes its cereal, rice, pasta and other branded food businesses in the United States and Canada. The NAB segment includes its beverage businesses in the United States and Canada. The Latin America segment includes its beverage, food and snack businesses in Latin America. The ESSA segment includes its beverage, food and snack businesses in Europe and Sub-Saharan Africa. The AMENA segment includes its beverage, food and snack businesses in Asia, Middle East and North Africa.

PepsiCo, Inc. (NYSE:PEP) Recent Trading Information

PepsiCo, Inc. (NYSE:PEP) closed its last trading session up +1.17 at 112.96 with 3,342,585 shares trading hands.

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