UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
Senior Notes Offering.
On February 12, 2024, PepsiCo, Inc. (“PepsiCo”) announced an offering of $300,000,000 aggregate principal amount of Floating Rate Notes due 2027 (the “2027 Floating Rate Notes”), $550,000,000 aggregate principal amount of 4.650% Senior Notes due 2027 (the “2027 Notes”), $450,000,000 aggregate principal amount of 4.550% Senior Notes due 2029 (the “2029 Notes”) and $450,000,000 aggregate principal amount of 4.700% Senior Notes due 2034 (the “2034 Notes,” and together with the 2027 Floating Rate Notes, 2027 Notes and 2029 Notes, the “Notes”), each issued by PepsiCo Singapore Financing I Pte. Ltd. (the “Issuer”), a wholly owned subsidiary of PepsiCo. The Notes are fully and unconditionally guaranteed by PepsiCo on a senior unsecured basis (the Notes, together with such guarantee, the “Securities”). Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte., Mizuho Securities (Singapore) Pte. Ltd. and Morgan Stanley Asia (Singapore) Pte. were joint book-running and joint lead managers for the offering of the Securities.
The Issuer received net proceeds of approximately $1,739 million, after deducting underwriting discounts and estimated offering expenses. The net proceeds will be used for PepsiCo’s general corporate purposes, including the repayment of commercial paper.
The Securities were offered and sold pursuant to a Terms Agreement (the “Terms Agreement”) dated February 12, 2024 (incorporating the PepsiCo Singapore Underwriting Agreement Standard Provisions dated as of February 12, 2024 (the “Standard Provisions”)) among the Issuer, PepsiCo and the representatives of the several underwriters, under PepsiCo’s and the Issuer’s automatic shelf registration statement on Form S-3 (File Nos. 333-277003 and 333-277003-01), filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024 (the “Registration Statement”). PepsiCo and the Issuer have filed with the SEC a prospectus supplement, dated February 12, 2024, together with the accompanying prospectus, dated February 12, 2024, relating to the offer and sale of the Securities. The Securities were issued on February 16, 2024 pursuant to an Indenture (the “Indenture”) dated as of February 12, 2024, among the Issuer, PepsiCo and U.S. Bank Trust Company, National Association, as Trustee. The following table summarizes information about the Notes and the offering thereof.
| Floating Rate Notes due 2027 | 4.650% Senior Notes due 2027 | 4.550% Senior Notes due 2029 | 4.700% Senior Notes due 2034 |
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| Aggregate Principal Amount Offered: | $300,000,000 | $550,000,000 | $450,000,000 | $450,000,000 | |||||
| Maturity Date: | February 16, 2027 | February 16, 2027 | February 16, 2029 | February 16, 2034 | |||||
| Interest Payment Dates: | Quarterly in arrears on each February 16, May 16, August 16 and November 16, commencing May 16, 2024 | Semi-annually in arrears on each February 16 and August 16, commencing August 16, 2024 | Semi-annually in arrears on each February 16 and August 16, commencing August 16, 2024 | Semi-annually in arrears on each February 16 and August 16, commencing August 16, 2024 | |||||
| Coupon: | Compounded SOFR plus 0.560%. The interest rate on the Floating Rate Notes due 2027 will in no event be lower than zero | 4.650% | 4.550% | 4.700% | |||||
| Compounded SOFR: | A compounded average of the daily Secured Overnight Financing Rate (“SOFR”) determined by reference to the SOFR Index for each quarterly interest period in accordance with the specific formula in the prospectus | — | — | — | |||||
| Optional Redemption: | — | Prior to January 16, 2027, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after January 16, 2027 | Prior to January 16, 2029, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after January 16, 2029 | Prior to November 16, 2033, make-whole call at Treasury Rate plus 10 basis points; par call at any time on or after November 16, 2033 | |||||
| Price to Public: | 100.000% | 99.967% | 99.854% | 99.803% |
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The Notes and the guarantees thereof are unsecured obligations of the Issuer and PepsiCo, respectively, and rank equally with all of the Issuer’s and PepsiCo’s respective other unsecured senior indebtedness. The Indenture also contains customary event of default provisions.
The above description of the Terms Agreement, the Indenture and the Securities 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 2027 Floating Rate Note, 2027 Note, 2029 Note and 2034 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, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively. The Board of Directors resolutions authorizing the Issuer’s and PepsiCo’s officers to establish the terms of the Notes have been filed as Exhibit 4.10 to the Registration Statement. The Indenture has been filed as Exhibit 4.5 to the Registration Statement. Opinions regarding the legality of the Notes and guarantees thereof are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 5.1, 5.2 and 5.3, respectively; 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 and 23.3 by reference to their inclusion within Exhibits 5.1, 5.2 and 5.3, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 | Form of Floating Rate Note due 2027. |
| 4.2 | Form of 4.650% Senior Note due 2027. |
| 4.3 | Form of 4.550% Senior Note due 2029. |
| 4.4 | Form of 4.700% Senior Note due 2034. |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. |
| 5.2 | Opinion of Womble Bond Dickinson (US) LLP. |
| 5.3 | Opinion of WongPartnership LLP. |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.2). |
| 23.3 | Consent of WongPartnership LLP (included in Exhibit 5.3). |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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: February 16, 2024 |
PepsiCo, Inc. | ||
| By: |
/s/ Cynthia A. Nastanski | ||
| Name: | Cynthia A. Nastanski | ||
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | ||
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