UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 25, 2014
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
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North Carolina |
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1-1183 |
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13-1584302 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
PepsiCo Senior Notes Offering.
On February 25, 2014, PepsiCo, Inc. (“PepsiCo”) announced an offering of $750,000,000 aggregate principal amount of its 0.950% Senior Notes due 2017 (the “2017 Notes”) and $1,250,000,000 aggregate principal amount of its 3.600% Senior Notes due 2024 (the “2024 Notes” and, together with the 2017 Notes, the “Notes”). Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC were joint bookrunners for the offering of the Notes.
The public offering price of the 2017 Notes was 99.886% of the principal amount and the public offering price of the 2024 Notes was 99.825% of the principal amount. PepsiCo received net proceeds of approximately $1,989.2 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 February 25, 2014 (incorporating the Underwriting Agreement Standard Provisions dated February 25, 2014) 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. 333-177307), filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2011. PepsiCo has filed with the SEC a prospectus supplement, dated February 25, 2014, together with the accompanying prospectus, dated October 13, 2011, relating to the offer and sale of the Notes.
The Notes were issued on February 28, 2014 pursuant to an Indenture (the “Indenture”) dated as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee. The 2017 Notes will bear interest at the rate of 0.950% per year, with interest payable on February 22 and August 22 of each year, beginning on August 22, 2014, and will mature on February 22, 2017. PepsiCo will be able to redeem some or all of the 2017 Notes at any time and from time to time at the greater of 100% of the principal amount of the 2017 Notes being redeemed and the discounted present value of such Notes, discounted at the corresponding U.S. Treasury rate plus 5 basis points. The 2024 Notes will bear interest at the rate of 3.600% per year, with interest payable on March 1 and September 1 of each year, beginning on September 1, 2014, and will mature on March 1, 2024. Prior to December 1, 2023, PepsiCo will be able to redeem some or all of the 2024 Notes at any time and from time to time at the greater of 100% of the principal amount of the 2024 Notes being redeemed and the discounted present value of such Notes, discounted at the corresponding U.S. Treasury rate plus 15 basis points. On or after December 1, 2023, PepsiCo will be able to redeem some or all of the 2024 Notes at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2024 Notes being redeemed, plus accrued and unpaid interest to the date of redemption. 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 2017 Notes and the 2024 Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively. The Board of Directors resolutions authorizing PepsiCo’s officers to establish the terms of the Notes are incorporated by reference to Exhibit 4.3 hereto. The Indenture has been incorporated by reference 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 attached to 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 attached to 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
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1.1 |
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Terms Agreement dated February 25, 2014 (incorporating the Underwriting Agreement Standard Provisions dated February 25, 2014) among PepsiCo and Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC as representatives of the several underwriters named therein. |
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4.1 |
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Form of 0.950% Senior Notes due 2017. |
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4.2 |
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Form of 3.600% Senior Notes due 2024. |
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4.3 |
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Board of Directors Resolutions Authorizing PepsiCo’s Officers to Establish the Terms of the Notes (incorporated by reference to Exhibit 4.4 to PepsiCo’s Current Report on Form 8-K filed February 28, 2013). |
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5.1 |
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Opinion of Davis Polk & Wardwell LLP. |
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5.2 |
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Opinion of Womble Carlyle Sandridge & Rice, LLP. |
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23.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5.2). |
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.
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Date: February 28, 2014 |
PepsiCo, Inc. | |
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By: |
/s/ Kelly Mahon Tullier |
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Name: Kelly Mahon Tullier |
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Title: Senior Vice President, Deputy General Counsel |
INDEX TO EXHIBITS
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Exhibit |
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Description | |
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1.1 |
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Terms Agreement dated February 25, 2014 (incorporating the Underwriting Agreement Standard Provisions dated February 25, 2014) among PepsiCo and Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC as representatives of the several underwriters named therein. |
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4.1 |
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Form of 0.950% Senior Notes due 2017. |
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4.2 |
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Form of 3.600% Senior Notes due 2024. |
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4.3 |
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Board of Directors Resolutions Authorizing PepsiCo’s Officers to Establish the Terms of the Notes (incorporated by reference to Exhibit 4.4 to PepsiCo’s Current Report on Form 8-K filed February 28, 2013). |
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5.1 |
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Opinion of Davis Polk & Wardwell LLP. |
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5.2 |
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Opinion of Womble Carlyle Sandridge & Rice, LLP. |
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23.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Womble Carlyle Sandridge & Rice, LLP (included in Exhibit 5.2). |