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

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PepsiCo,Inc. (NYSE:PEP) Files An 8-K Other Events
Item 8.01. Other Events.

PepsiCo Senior Notes Offering.

On October5, 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 to a Terms Agreement (the “Terms Agreement”) dated October5, 2017 (incorporating the PepsiCo,Inc. Underwriting Agreement Standard Provisions dated as of June30, 2017) among PepsiCo and the representatives of the several underwriters, under PepsiCo’s 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 October5, 2017, together with the accompanying prospectus, dated February15, 2017, relating to the offer and sale of the Notes. The Notes were issued on October10, 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.

FloatingRateNotesdue2018

2.000%SeniorNotesdue2021

3.000%SeniorNotesdue2027

Aggregate Principal Amount Offered:

$1,500,000,000

$1,000,000,000

$1,500,000,000

Maturity Date:

October15, 2018

April15, 2021

October15, 2027

Interest Payment Dates:

Quarterly on January15, 2018, April15, 2018, July15, 2018 and October15, 2018

Semi-annually on each April15 and October15, commencing on April15, 2018

Semi-annually on each April15 and October15, commencing on April15, 2018

Initial Interest Rate:

3 month LIBOR plus zero basis points, determined on the second London business day prior to October10, 2017

Coupon:

2.000%

3.000%

Optional Redemption:

Prior to March15, 2021, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after March15, 2021

Prior to July15, 2027, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after July15, 2027

Price to Public:

100.000%

99.980%

99.717%

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 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 Form8-K as Exhibit1.1, Exhibit4.1, Exhibit4.2 and Exhibit4.3, respectively. The Board of Directors resolutions authorizing PepsiCo’s 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. 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 October5, 2017 (incorporating the PepsiCo,Inc. Underwriting Agreement Standard Provisions dated as of June30, 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 Formof Floating Rate Notes due 2018.

4.2 Formof 2.000% Senior Notes due 2021.

4.3 Formof 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 Exhibit5.1).

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


PEPSICO INC Exhibit
EX-1.1 2 a17-21487_4ex1d1.htm EX-1.1 Exhibits 1.1 and 1.2   PEPSICO,…
To view the full exhibit click here

About PepsiCo,Inc. (NYSE:PEP)

PepsiCo, Inc. is a food and beverage company. The Company, through its operations, bottlers, contract manufacturers and other third parties, is engaged in making, marketing, distributing and selling a range of beverages, foods and snacks, serving in over 200 countries and territories. The Company operates through six segments, namely, Frito-Lay North America (FLNA); Quaker Foods North America (QFNA); North America Beverages (NAB); Latin America, which includes its beverage, food and snack businesses in Latin America; Europe Sub-Saharan Africa (ESSA), which includes its beverage, food and snack businesses in Europe and Sub-Saharan Africa, and Asia, Middle East and North Africa (AMENA), which includes its beverage, food and snack businesses in Asia, Middle East and North Africa. The Company’s brands include Agusha, Amp Energy, Aquafina, Aquafina Flavorsplash, Aunt Jemima, Cap’n Crunch, Cheetos, Chester’s, Chipsy, Chudo, Cracker Jack, Diet Pepsi, Diet Sierra Mist and Domik v Derevne.

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