Item 8.01. Other Events.
PepsiCo Senior Notes Offering.
On
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") datedJuly 15, 2022 (incorporating thePepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 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 theSecurities and Exchange Commission (the "SEC") onNovember 18, 2019 . PepsiCo has filed with theSEC a prospectus supplement, datedJuly 15, 2022 , together with the accompanying prospectus, datedNovember 18, 2019 , relating to the offer and sale of the Notes. The Notes were issued onJuly 22, 2022 pursuant to an Indenture (the "Indenture") dated as ofMay 21, 2007 betweenPepsiCo andThe 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
Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 ) among PepsiCo and the several underwriters named therein.
1.2
November 18, 2019 (incorporated by reference to Exhibit 1.2 to PepsiCo's Registration Statement on Form S-3 filed with theSEC onNovember 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 ofDavis Polk & Wardwell LLP . 5.2 Opinion ofWomble Bond Dickinson (US) LLP . 23.1 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1). 23.2 Consent ofWomble 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.
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