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): May 3, 2011
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 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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 May 3, 2011, PepsiCo, Inc. (“PepsiCo”) announced an offering of $750,000,000 aggregate
principal amount of its floating rate notes due 2013 (the “2013 Floating Rate Notes”) and
$1,000,000,000 aggregate principal amount of its 2.500% senior notes due 2016 (the “2016 Notes” and
together with the 2013 Floating Rate Notes, the “Notes”). Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. were joint bookrunners for the
offering of the Notes.
The public offering price of the 2013 Floating Rate Notes was 100% of the principal amount and
the public offering price of the 2016 Notes was 99.907% of the principal amount. PepsiCo is
expected to receive net proceeds of approximately $1,740,000,000, after deducting underwriting
discounts and estimated offering expenses payable by PepsiCo after reimbursement. PepsiCo intends
to use the net proceeds for general corporate purposes. The Notes were offered and sold pursuant
to a Terms Agreement (the “Terms Agreement”) dated May 3, 2011 (incorporating the Underwriting
Agreement Standard Provisions dated May 3, 2011) 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. 333-154314), filed with the Securities and Exchange
Commission (the “SEC”) on October 15, 2008. PepsiCo has filed with the SEC a prospectus supplement,
dated May 3, 2011, together with the accompanying prospectus, dated October 15, 2008, relating to
the offer and sale of the Notes.
The Notes are expected to be issued on May 10, 2011 pursuant to an Indenture (the “Indenture”)
dated as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee. The 2013
Floating Rate Notes will bear interest at the rate of LIBOR plus 8 basis points, with interest
payable on February 10, May 10, August 10 and November 10 of each year, beginning on August 10,
2011, and will mature on May 10, 2013. The 2016 Notes will bear interest at the rate of 2.500% per
year, with interest payable on May 10 and November 10 of each year, beginning on November 10, 2011,
and will mature on May 10, 2016. PepsiCo will be able to redeem some or all of the 2016 Notes at
any time and from time to time at the greater of 100% of the principal amount of the Notes being
redeemed and the discounted present value of such Notes, discounted at the corresponding U.S.
Treasury rate plus 10 basis points. The Notes will be unsecured obligations of PepsiCo and will
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 2013 Floating Rate Notes and 2016 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 attached as Exhibit 4.3
hereto. The Indenture was previously filed as Exhibit 4.3 to the Registration Statement.
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