Item 8.01. Other Events.
PepsiCo Senior Notes Offering.
On
PepsiCo received net proceeds of approximately
The Notes were offered and sold pursuant to a Terms Agreement (the "Terms Agreement") datedApril 29, 2020 (incorporating thePepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 (the "Standard Provisions")) among PepsiCo and the representatives of 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, datedApril 29, 2020 , together with the accompanying prospectus, datedNovember 18, 2019 , relating to the offer and sale of the Notes. The Notes were issued onMay 1, 2020 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. 0.750% Senior Notes due 1.625% Senior Notes due 2023 2030 Aggregate Principal Amount Offered:$1,000,000,000 $1,000,000,000 Maturity Date: May 1, 2023 May 1, 2030 Interest Payment Dates: Semi-annually on each May Semi-annually on each May 1 and November 1, 1 and November 1, commencing on November 1, commencing on November 1, 2020 2020 Coupon: 0.750% 1.625% Optional Redemption: Make-whole call at Prior to February 1, 2030, Treasury rate plus 10 make-whole call at basis points Treasury rate plus 20 basis points; par call at any time on or after February 1, 2030 Price to Public: 99.802% 99.569%
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.
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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 forms of the 2023 Note and 2030 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, Exhibit 4.1 and Exhibit 4.2, 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 datedApril 29, 2020 (incorporating thePepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 ) among PepsiCo andGoldman Sachs & Co. LLC ,Mizuho Securities USA LLC andMorgan Stanley & Co. LLC as representatives of the several underwriters named therein. 1.2PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 (incorporated by reference to Exhibit 1.2 to PepsiCo's Registration Statement on Form S-3 (File No. 333-234767) filed with theSEC onNovember 18, 2019 ). 4.1 Form of 0.750% Senior Note due 2023. 4.2 Form of 1.625% Senior Note due 2030. 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. 2
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