Redemption of 7% Senior Notes due 2029 (CUSIP No. 713409 AC4) and 5.50% Notes
due May 15, 2035 (CUSIP No. 71343P AC5)
On November 9, 2022, Pepsi-Cola Metropolitan Bottling Company, Inc. ("PMBC"), a
wholly owned subsidiary of PepsiCo, Inc., directed The Bank of New York Mellon,
as trustee, and Wells Fargo Bank, National Bank Association, as trustee (each a
"Trustee"), to send notices of redemption to the respective registered holders
of PMBC's outstanding 7% Senior Notes due 2029 (CUSIP No. 713409 AC4),
originally issued on March 8, 1999 (the "2029 Notes") and 5.50% Notes due
May 15, 2035 (CUSIP No. 71343P AC5), originally issued on May 18, 2005 (the
"2035 Notes," and together with the 2029 Notes, the "Notes"), notifying such
holders that PMBC would redeem the Notes on December 12, 2022 (the "Redemption
Date") at the "makewhole" price specified in the applicable indenture. Upon
completion of the redemptions, no Notes will remain outstanding.
Payment of the applicable redemption price will be made on or after the
Redemption Date only upon presentation and surrender of the Notes to the
applicable Trustee. Interest on the Notes will cease to accrue from and after
the Redemption Date. The notices of redemption will be sent to the registered
holders of the Notes. Copies of the notices of redemption are attached to this
Current Report on Form 8-K as Exhibits 99.1 and 99.2 and are incorporated herein
by reference. Copies of the forms of 2029 Note and 2035 Note are incorporated
into this Current Report on Form 8-K by reference to Exhibits 4.1 and 4.2
hereto, respectively.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section and shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Form of 7% Senior Note due 2029, which is incorporated herein by
reference to Exhibit 10.14 to The Pepsi Bottling Group, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-70291) filed
with the Securities and Exchange Commission on March 24, 1999.
4.2 Form of 5.50% Note due May 15, 2035, which is incorporated herein by
reference to Exhibit 4.17 to PepsiCo, Inc.'s Quarterly Report on
Form 10-Q for the quarterly period ended March 20, 2010 filed with the
Securities and Exchange Commission on April 23, 2010.
99.1 Notice of Redemption of 7% Senior Notes due 2029.
99.2 Notice of Redemption of 5.50% Notes due May 15, 2035.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
PepsiCo, Inc. is one of the worldwide leaders in producing non-alcoholic beverages and snacks. Net sales break down by area of activity as follows:
- North America (60.8%): sale of beverages (49.7% of net sales; sodas, concentrated juices, water, tea and coffee-based beverages; Aquafina, Diet Mountain Dew, Diet Pepsi, Gatorade, Gatorade Zero, Mountain Dew, Pepsi, Propel brands, etc.), snacks (44.7%; chips, tortillas and pretzels; Lay's, Doritos, Tostitos, Cheetos, Fritos, Ruffles, etc.), and cereals (5.6%; ready-to-eat cereals, rice, wheat, etc.);
- Europe (14.5%): sale of snacks (Cheetos, Chipita, Doritos, Lay's, Ruffles and Walkers brands) and beverages (7UP, Diet Pepsi, Lubimy Sad, Mirinda, Pepsi and Pepsi Max);
- Latin America (12.7%): sales of snacks (Cheetos, Doritos, Emperador, Lay's, Mabel, Marias Gamesa, Ruffles, Sabritas, Saladitas and Tostitos brands) and beverages (7UP, Gatorade, H2oh!, Manzanita Sol, Mirinda, Pepsi, Pepsi Black, San Carlos and Toddy)
- Asia/Pacific/Australia/New Zealand (6.7%): sale of snacks (BaiCaoWei, Cheetos, Doritos, Lay's and Smith's brands), beverages and syrups (7UP, Aquafina, Mirinda, Mountain Dew, Pepsi and Sting);
- Africa/Middle East/South Asia (5.3%): sale of snacks (Chipsy, Doritos, Kurkure, Lay's, Sasko, Spekko and White Star brands) and beverages (7UP, Aquafina, Mirinda, Mountain Dew and Pepsi).
Net sales are distributed geographically as follows: the United States (57%), Mexico (7.7%), Canada (4.1%), Russia (3.9%), China (3%), the United Kingdom (2.1%), Brazil (1.9%), South Africa (1.9%) and other (18.4%).