Item 8.01. Other Events.
PepsiCo Senior Notes Offerings.
On
PepsiCo received net proceeds of approximately
Each series of Notes was offered and sold pursuant to a Terms Agreement (the "2023 Terms Agreement" and "2031 Terms Agreement," respectively) datedOctober 5, 2020 (incorporating thePepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 (the "Standard Provisions")) among PepsiCo and the respective 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 . With respect to each series of Notes, PepsiCo has filed with theSEC a prospectus supplement, datedOctober 5, 2020 , together with the accompanying prospectus, datedNovember 18, 2019 , relating to the offer and sale of such series. The Notes of each series were issued onOctober 7, 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 offerings thereof. Title of Securities: 0.400% Senior Notes due 1.400% Senior Notes due 2023 2031 Aggregate Principal$750,000,000 $750,000,000 Amount Offered: Maturity Date: October 7, 2023 February 25, 2031 Interest Payment Dates: Semi-annually on each Semi-annually on each April 7 and October 7, February 25 and August commencing April 7, 2021 25, commencing February 25, 2021 Coupon: 0.400% 1.400% Optional Redemption: Make-whole call at Prior to November 25, Treasury rate plus 5 2030, make-whole call at basis points Treasury rate plus 15 basis points; par call at any time on or after November 25, 2030 Price to Public: 99.943% 99.597% 2
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 2023 Terms Agreement, the 2031 Terms Agreement, the Indenture and the Notes is qualified in its entirety by reference to the 2023 Terms Agreement, the 2031 Terms Agreement, the Indenture and the forms of Notes. Each of the 2023 Terms Agreement, the 2031 Terms Agreement, the Standard Provisions, and the forms of the 2023 Note and 2031 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 1.3, 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 (2023 Notes), 5.2 (2023 Notes), 5.3 (2031 Notes) and 5.4 (2031 Notes); 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, 23.2, 23.3 and 23.4 by reference to their inclusion within Exhibits 5.1, 5.2, 5.3 and 5.4, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 1.1 Terms Agreement datedOctober 5, 2020 (incorporating thePepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 ) amongPepsiCo and Academy Securities, Inc. ,CastleOak Securities, L.P. ,Citigroup Global Markets Inc. ,Drexel Hamilton, LLC ,J.P. Morgan Securities LLC ,Loop Capital Markets LLC ,Mischler Financial Group, Inc. ,R. Seelaus & Co., LLC ,Samuel A. Ramirez & Company, Inc. andSiebert Williams Shank & Co., LLC as Representatives of the several underwriters named therein. 1.2 Terms Agreement datedOctober 5, 2020 (incorporating thePepsiCo, Inc. Underwriting Agreement Standard Provisions dated as ofNovember 18, 2019 ) amongPepsiCo andCitigroup Global Markets Inc. ,J.P. Morgan Securities LLC andMorgan Stanley & Co. LLC as Representatives of the several underwriters named therein. 1.3PepsiCo, 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 0.400% Senior Note due 2023. 4.2 Form of 1.400% Senior Note due 2031. 5.1 Opinion ofDavis Polk & Wardwell LLP (2023 Notes). 5.2 Opinion ofWomble Bond Dickinson (US) LLP (2023 Notes). 3 5.3 Opinion ofDavis Polk & Wardwell LLP (2031 Notes). 5.4 Opinion ofWomble Bond Dickinson (US) LLP (2031 Notes). 23.1 Consent ofDavis Polk & Wardwell LLP (2023 Notes) (included in Exhibit 5.1). 23.2 Consent ofWomble Bond Dickinson (US) LLP (2023 Notes) (included in Exhibit 5.2). 23.3 Consent ofDavis Polk & Wardwell LLP (2031 Notes) (included in Exhibit 5.3). 23.4 Consent ofWomble Bond Dickinson (US) LLP (2031 Notes) (included in Exhibit 5.4).
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL. 4
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