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): August 22, 2011
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
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North Carolina
(State or Other Jurisdiction
of Incorporation)
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1-1183
(Commission
File Number)
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13-1584302
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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PepsiCo Senior Notes Offering.
On August 22, 2011, PepsiCo, Inc. (“PepsiCo”) announced an offering of $500,000,000 aggregate
principal amount of its 0.800% senior notes due 2014 (the “2014 Notes”) and $750,000,000 aggregate
principal amount of its 3.000% senior notes due 2021 (the “2021 Notes” and, together with the 2014
Notes, the “Notes”). BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC were joint bookrunners for the offering of the Notes.
The public offering price of the 2014 Notes was 99.609% of the principal amount and the public
offering price of the 2021 Notes was 99.393% of the principal amount. PepsiCo is expected to
receive net proceeds of approximately $1.24 billion, 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 August 22, 2011 (incorporating the Underwriting Agreement
Standard Provisions dated August 22, 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 August
22, 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 August 29, 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 2014 Notes will bear interest at the rate of 0.800% per year, with interest payable on February
25 and August 25 of each year, beginning on February 25, 2012, and will mature on August 25, 2014.
PepsiCo will be able to redeem some or all of the 2014 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
2021 Notes will bear interest at the rate of 3.000% per year, with interest payable on February 25
and August 25 of each year, beginning on February 25, 2012, and will mature on August 25, 2021.
PepsiCo will be able to redeem some or all of the 2021 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 15 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 2014 Notes and 2021 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 into the
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