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 April27, 2017, PepsiCo,Inc. (PepsiCo) announced an offering of
$350,000,000 aggregate principal amount of its Floating Rate
Notes due 2019 (the 2019 Floating Rate Notes), $400,000,000
aggregate principal amount of its Floating Rate Notes due 2022
(the 2022 Floating Rate Notes), $750,000,000 aggregate principal
amount of its 1.550% Senior Notes due 2019 (the 2019 Notes),
$750,000,000 aggregate principal amount of its 2.250% Senior
Notes due 2022 (the 2022 Notes) and $750,000,000 aggregate
principal amount of its 4.000% Senior Notes due 2047 (the 2047
Notes, and together with the 2019 Floating Rate Notes, the 2022
Floating Rate Notes, the 2019 Notes and the 2022 Notes, the
Notes). Deutsche Bank Securities Inc., J.P. Morgan Securities LLC
and Morgan Stanley Co. LLC were joint bookrunners for the
offering of the Notes.

PepsiCo received net proceeds of approximately $2,982 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 April27, 2017 (incorporating the Underwriting
Agreement Standard Provisions dated April27, 2017) among PepsiCo
and the representatives of the several 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 April27, 2017, together with the accompanying prospectus,
dated February15, 2017, relating to the offer and sale of the
Notes. The Notes were issued on May2, 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.

TitleofSecurities:

FloatingRate Notesdue2019

FloatingRate Notesdue2022

1.550%Senior Notesdue2019

2.250%Senior Notesdue2022

4.000%Senior Notesdue2047

Aggregate principal amount:

$350,000,000

$400,000,000

$750,000,000

$750,000,000

$750,000,000

Public offering price:

100.00%

100.00%

99.925%

99.798%

99.567%

Maturity date:

May2, 2019

May2, 2022

May2, 2019

May2, 2022

May2, 2047

Interest payment dates:

Quarterly on each February2, May2, August2 and November2,
commencing on August2, 2017

Quarterly on each February2, May2, August2 and November2,
commencing on August2, 2017

Semi-annually on each May2 and November2, commencing on
November2, 2017

Semi-annually on each May2 and November2, commencing on
November2, 2017

Semi-annually on each May2 and November2, commencing on
November2, 2017

Initial interest rate:

3-month LIBOR plus 4.0 basis points, determined on the
second London banking day prior to May2, 2017

3-month LIBOR plus 36.5 basis points, determined on the
second London banking day prior to May2, 2017

TitleofSecurities:

FloatingRate Notesdue2019

FloatingRate Notesdue2022

1.550%Senior Notesdue2019

2.250%Senior Notesdue2022

4.000%Senior Notesdue2047

Coupon:

1.550%

2.250%

4.000%

Optional redemption:

Make-whole call at Treasury rate plus 7.50 basis points

Prior to April2, 2022, make-whole call at Treasury rate
plus 10.0 basis points; par call at any time on or after
April2, 2022

Prior to November2, 2046, make-whole call at Treasury
rate plus 20.0 basis points; par call at any time on or
after November2, 2046

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 forms of Notes. Each of
the Terms Agreement and the forms of the 2019 Floating Rate
Notes, 2022 Floating Rate Notes, 2019 Notes, 2022 Notes and
2047 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, Exhibit4.3, Exhibit4.4 and
Exhibit4.5, 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 April27, 2017 (incorporating the
Underwriting Agreement Standard Provisions dated April27,
2017) among PepsiCo and Deutsche Bank Securities Inc.,
J.P. Morgan Securities LLC and Morgan Stanley Co. LLC as
representatives of the several underwriters named
therein.

4.1

Formof Floating Rate Notes due 2019.

4.2

Formof Floating Rate Notes due 2022.

4.3

Formof 1.550% Senior Notes due 2019.

4.4

Formof 2.250% Senior Notes due 2022.

4.5

Formof 4.000% Senior Notes due 2047.

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 +0.01 at 112.29 with 4,074,291 shares trading hands.

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