Item 8.01. Other Events.



PepsiCo Senior Notes Offering.

On July 15, 2022, PepsiCo, Inc. ("PepsiCo") announced an offering of £300,000,000 aggregate principal amount of its 3.200% Senior Notes due 2029 (the "2029 Notes") and £450,000,000 aggregate principal amount of its 3.550% Senior Notes due 2034 (together with 2029 Notes, the "Notes"). Barclays Bank PLC, BNP Paribas and HSBC Bank plc were joint book-running managers for the offering of the Notes.

PepsiCo received net proceeds of approximately £745 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 15, 2022 (incorporating the PepsiCo, Inc. Underwriting
Agreement Standard Provisions dated as of November 18, 2019 (the "Standard
Provisions")) among PepsiCo and the several underwriters, under PepsiCo's
automatic shelf registration statement (the "Registration Statement") on
Form S-3 (File No. 333-234767), filed with the Securities and Exchange
Commission (the "SEC") on November 18, 2019. PepsiCo has filed with the SEC a
prospectus supplement, dated July 15, 2022, together with the accompanying
prospectus, dated November 18, 2019, relating to the offer and sale of the
Notes. The Notes were issued on July 22, 2022 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.



                            3.200% Senior Notes due      3.550% Senior Notes due
Title of Securities:                  2029                         2034
Aggregate Principal
Amount Offered:            £300,000,000                 £450,000,000
Maturity Date:             July 22, 2029                July 22, 2034
Interest Payment Dates:    Semi-annually on each        Semi-annually on each
                           January 22 and July 22,      January 22 and July 22,
                           commencing January 22,       commencing January 22,
                           2023.                        2023.
Coupon:                    3.200%                       3.550%
Optional Redemption:       Prior to April 22, 2029,     Prior to April 22, 2034,
                           make-whole call at           make-whole call at
                           comparable government bond   comparable government bond
                           rate plus 20 basis points;   rate plus 20 basis points;
                           par call at any time on or   par call at any time on or
                           after April 22, 2029.        after April 22, 2034.
Price to Public:           99.950%                      99.690%



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, the Standard Provisions and the form of 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 and Exhibit 4.1, 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



1.1 Terms Agreement dated July 15, 2022 (incorporating the PepsiCo, Inc.


        Underwriting Agreement Standard Provisions dated as of November 18, 2019)
        among PepsiCo and the several underwriters named therein.



1.2 PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of

November 18, 2019 (incorporated by reference to Exhibit 1.2 to PepsiCo's
        Registration Statement on Form S-3 filed with the SEC on November 18,
        2019).




  4.1     Form of 3.200% Senior Note due 2029.




  4.2     Form of 3.550% Senior Note due 2034.




  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).



104 The cover page from this Current Report on Form 8-K, formatted in Inline

XBRL.

© Edgar Online, source Glimpses