UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
| Item 8.01. | Other Events. |
PepsiCo Senior Notes Offering.
On July 25, 2019, PepsiCo, Inc. (“PepsiCo”) announced an offering of $1,000,000,000 of its 2.625% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 of its 3.375% Senior Notes due 2049 (the “2049 Notes,” and together with the 2029 Notes, the “Notes”). J.P. Morgan Securities LLC and Citigroup Global Markets Inc. were joint book-running managers for the offering of the Notes.
PepsiCo received net proceeds of approximately $1,976 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 July 25, 2019 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of June 30, 2017 (the “Standard Provisions”)) among PepsiCo and the representatives of the several underwriters, under PepsiCo’s automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-216082), filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2017. PepsiCo has filed with the SEC a prospectus supplement, dated July 25, 2019, together with the accompanying prospectus, dated February 15, 2017, relating to the offer and sale of the Notes. The Notes were issued on July 29, 2019 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.
|
2.625% Senior Notes due 2029 |
3.375% Senior Notes due 2049 | |
| Aggregate Principal Amount Offered: | $1,000,000,000 | $1,000,000,000 |
| Maturity Date: | July 29, 2029 | July 29, 2049 |
| Interest Payment Dates: | Semi-annually on each January 29 and July 29, commencing on January 29, 2020 | Semi-annually on each January 29 and July 29, commencing on January 29, 2020 |
| Coupon: | 2.625% | 3.375% |
| Optional Redemption: | Prior to April 29, 2029, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after April 29, 2029 | Prior to January 29, 2049, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after January 29, 2049 |
| Price to Public: | 99.703% | 99.271% |
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.
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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 2029 Note and 2049 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 4.1 | Form of 2.625% Senior Note due 2029. |
| 4.2 | Form of 3.375% Senior Note due 2049. |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. |
| 5.2 | Opinion of Womble Bond Dickinson (US) LLP. |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.2). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 29, 2019 |
PepsiCo, Inc.
| ||
| By: |
/s/ Cynthia A. Nastanski | ||
| Name: | Cynthia A. Nastanski | ||
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | ||
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