UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 9, 2022 |
PepsiCo, Inc. | ||
| By: |
/s/ Cynthia A. Nastanski | ||
| Name: | Cynthia A. Nastanski | ||
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | ||