EX-1.1 2 tm2013806d2_ex1-1.htm EXHIBIT 1.1

 

Exhibit 1.1

 

PEPSICO, INC.

 

0.750% Senior Notes due 2023
1.625% Senior Notes due 2030

TERMS AGREEMENT

 

April 29, 2020

 

To:PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577

 

Ladies and Gentlemen:

 

We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell $1,000,000,000 of its 0.750% Senior Notes due 2023 (the “2023 Notes”) and $1,000,000,000 of its 1.625% Senior Notes due 2030 (the “2030 Notes,” and together with the 2023 Notes, the “Underwritten Securities”) subject to the terms and conditions stated herein and in the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 filed with the Securities and Exchange Commission on November 18, 2019 as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-234767) (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions (including defined terms) is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.552% of the principal amount thereof for the 2023 Notes and 99.119% of the principal amount thereof for the 2030 Notes.

 

 

 

 

Underwriters  Principal Amount of 
   2023 Notes   2030 Notes 
Goldman Sachs & Co. LLC   $250,000,000   $250,000,000 
Mizuho Securities USA LLC    250,000,000    250,000,000 
Morgan Stanley & Co. LLC    250,000,000    250,000,000 
BNP Paribas Securities Corp.    60,000,000    60,000,000 
Deutsche Bank Securities Inc.    60,000,000    60,000,000 
HSBC Securities (USA) Inc.    60,000,000    60,000,000 
TD Securities (USA) LLC    40,000,000    40,000,000 
Academy Securities, Inc.    15,000,000    15,000,000 
Loop Capital Markets LLC    15,000,000    15,000,000 
Total   $1,000,000,000   $1,000,000,000 

 

The Underwriters agree to reimburse the Company for $1,200,000 of its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and sale of the Underwritten Securities at the Closing Time.

 

Section 9(f) of the Standard Provisions shall apply to this Agreement.

 

For purposes of Section 21 of the Standard Provisions, the identified provisions are: (i) the fifth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (ii) the third sentence of the seventh paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iii) the eighth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; and (iv) the tenth and eleventh paragraphs of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus.

 

The undersigned are acting as the “Representative” under the Standard Provisions (the “Representatives”). The Representatives represent and warrant that they are duly authorized to execute and deliver this Terms Agreement on behalf of the several Underwriters named above.

 

The signature of any signatory to this Agreement may be manual or facsimile (including, for the avoidance of doubt, electronic).

 

2 

 

 

The Underwritten Securities and the offering thereof shall have the following additional terms:

 

Issuer: PepsiCo, Inc.
Trade Date: April 29, 2020
Time of Sale: 5:05 p.m. New York Time on the Trade Date
Settlement Date (T+2): May 1, 2020
Closing Time: 9:00 a.m. New York Time on the Settlement Date
Closing Location: New York, New York
Time of Sale Prospectus: Base prospectus dated November 18, 2019, preliminary prospectus supplement dated April 29, 2020 and free writing prospectus dated April 29, 2020
Title of Securities: 0.750% Senior Notes due 2023 1.625% Senior Notes due 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 1 and November 1, commencing on November 1, 2020 Semi-annually on each May 1 and November 1, commencing on November 1, 2020
Benchmark Treasury: 0.25% due April 15, 2023 1.50% due February 15, 2030
Benchmark Treasury Yield: 0.247% 0.622%
Spread to Treasury: +57 basis points +105 basis points
Re-offer Yield: 0.817% 1.672%
Coupon: 0.750% 1.625%
Price to Public: 99.802% 99.569%
Optional Redemption: Make-whole call at Treasury rate plus 10 basis points Prior to February 1, 2030, make-whole call at Treasury rate plus 20 basis points; par call at any time on or after February 1, 2030
Net Proceeds to PepsiCo (Before Expenses): $995,520,000 $991,190,000
Use of Proceeds: PepsiCo intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper.
Day Count Fraction: 30/360 30/360
CUSIP / ISIN: 713448 EY0 / US713448EY04 713448 EZ7 / US713448EZ78
Minimum Denomination: $2,000 and integral multiples of $1,000

Joint Book-Running Managers:
Goldman Sachs & Co. LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC

  

3 

 

 

Senior Co-Managers: BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
Co-Managers: TD Securities (USA) LLC
Academy Securities, Inc.
Loop Capital Markets LLC
Address for Notices to the Representatives:

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282

 

Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020

 

Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York 10036

 

 

4 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Terms Agreement as of the date first above written.

 

  PEPSICO, INC.
   
  By: /s/ Hugh F. Johnston
    Name: Hugh F. Johnston
    Title: Executive Vice President and
Chief Financial Officer
   
  By: /s/ Kenneth Smith
    Name: Kenneth Smith
    Title: Senior Vice President, Finance
and Treasurer

 

5 

 

 

CONFIRMED AND ACCEPTED, as of the date first above written:

 

Goldman Sachs & Co. LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC

 

as Representatives of the several Underwriters

 

By: Goldman Sachs & Co. LLC  
     
  By: /s/ Sam Chaffin  
    Name: Sam Chaffin  
    Title: Vice President  
   
By: Mizuho Securities USA LLC  
   
  By: /s/ Joseph Santaniello  
    Name: Joseph Santaniello  
    Title: Vice President  
   
By: Morgan Stanley & Co. LLC  
   
  By: /s/ Ian Drewe  
    Name: Ian Drewe  
    Title: Executive Director  

 

6 

 

 

Schedule I

Time of Sale Prospectus:

 

1.Preliminary Prospectus dated April 29, 2020 (including the Base Prospectus dated November 18, 2019)
  
2.Any free writing prospectuses approved by the Representatives and filed by the Company under Rule 433(d) under the Securities Act
  
3.Final Term Sheet dated April 29, 2020 to be filed by the Company pursuant to Rule 433 under the Securities Act setting forth certain terms of the Underwritten Securities

 

7