Exhibit 4.3
[Form of 5.250% Senior Note due 2054]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”)
TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
| No. R- | | $ |
| | | CUSIP
No. 713448 FZ6 |
| | | ISIN
US713448FZ69 |
PEPSICO, INC.
5.250% SENIOR NOTE DUE 2054
PEPSICO, INC.,
a corporation in existence under the laws of the State of North Carolina (herein called the “Company,” which term
includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of $ on
July 17, 2054, and to pay interest on said principal sum semi-annually on January 17 and July 17 of each year, commencing
January 17, 2025, at the rate of 5.250% per annum from July 17, 2024, or from the most recent date in respect of which interest
has been paid or duly provided for, until payment of the principal sum has been made or duly provided for. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such Interest Payment
Date, which shall be the January 3 and July 3 (whether or not a Business Day) next preceding such Interest Payment Date. Any
such interest that is payable but is not so punctually paid or duly provided for shall forthwith cease to be payable to the registered
Holder on such Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice
as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in
the Indenture.
Payment of the principal of and interest on this
Note will be made at the Place of Payment in such coin or currency of the United States as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payments of interest may be made at the option of the Company
by funds transmitted to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register.
Reference is made to the further provisions of
this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. Unless the certificate
of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by manual or facsimile signature.
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| Dated: |
_____________, 2024 | PEPSICO, INC. |
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Name: |
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Title: |
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Name: |
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Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
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U.S. Bank Trust Company, National Association,
as Trustee |
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By: |
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Authorized Signatory |
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Dated: |
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[REVERSE OF NOTE]
PEPSICO, INC.
5.250% SENIOR NOTE DUE 2054
This Note is one of a duly authorized issue of
debentures, notes or other evidences of indebtedness of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of February 12, 2024 (herein called the “Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as Trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Securities, the terms upon
which the Securities are, and are to be, authenticated and delivered, and the definition of capitalized terms used herein and not otherwise
defined herein. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal
amounts, may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which
rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any), may be subject to different covenants and Events of Default, and may otherwise vary as provided in the Indenture.
This Note is one of a series of Securities of the Company designated as set forth on the face hereof (herein called the “Notes”),
initially limited in aggregate principal amount to $750,000,000.
The Notes shall be redeemable as a whole or in
part, at the Company’s option, at any time and from time to time prior to January 17, 2054 (six months prior to the maturity
date of the Notes) (the “Par Call Date”) at a Redemption Price (expressed as a percentage of principal amount and
rounded to three decimal places) equal to the greater of (i) 100% of the principal amount of such Notes being redeemed and (ii) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon (assuming for such purpose that the Notes
matured on the Par Call Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, plus in each
case accrued and unpaid interest to the date of redemption.
The Notes shall be redeemable as a whole or in
part, at the Company’s option, at any time and from time to time on or after the Par Call Date, at a Redemption Price equal to
100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the Redemption Date.
“Treasury Rate” means, with
respect to any Redemption Date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the
Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board
of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for
the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors
of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as
applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the
Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield
for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the Redemption Date.
If on the third Business Day preceding the Redemption
Date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual
equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United
States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United
States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date
equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the
Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there
are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting
the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United
States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The Company’s actions and determinations
in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be transmitted
at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed (or delivered electronically
in accordance with the procedures of DTC). Any redemption notice may, at the Company’s discretion, be subject to one or more conditions
precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such
condition and, if applicable, shall state that, at the Company’s discretion, the Redemption Date may be delayed until such time
(including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or
such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied
(or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed.
If fewer than all of the Notes are to be redeemed,
selection of the Notes for redemption will be made by lot by the Trustee, subject to the last sentence of this paragraph. No notes of
a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed only in part, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to
the unredeemed portion of the principal of the Note surrendered may be issued in the name of the Holder of the Note upon surrender of
the original Note. For as long as the Notes are held by DTC, the redemption of the Notes will be done in accordance with the policies
and procedures of DTC.
The Trustee will not be responsible for calculating
the Redemption Price of the Notes or portions thereof called for redemption.
Except as otherwise provided herein, redemption
of the Notes shall be made in accordance with the terms of Article 11 of the Indenture.
The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of any series under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series
to be affected by such amendment or modification (voting together as a single class). The Indenture also contains provisions permitting
the Holders of a majority in aggregate principal amount of the Securities of each affected series at the time Outstanding (voting together
as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions setting forth
certain conditions to the institution of proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture.
If an Event of Default with respect to the Notes
shall occur and be continuing, the principal amount hereof may be declared due and payable or may be otherwise accelerated in the manner
and with the effect provided in the Indenture.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registerable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any Place of Payment duly endorsed, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued
to the designated transferee or transferees.
The Notes are issuable only in registered form
without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different
authorized denominations as requested by the Holder surrendering the same.
No service charge shall be made for any such
registration or transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Prior to the presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
This Note may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.
The signature of any officer on this Note may be manual or facsimile (including, for the avoidance of doubt, electronic). The Company
and the Trustee, and each Holder of this Note by its acceptance hereof, acknowledge that for purposes of the Indenture, manually affixing
a signature by electronic means shall constitute a manual signature.
All terms used in this Note which are defined
in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto ____________________________________________
[PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE]
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing _________________________ attorney to transfer such Note on the books of the Issuer, with full power of substitution in
the premises.
Dated:_______________________
NOTICE: The
signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration
or enlargement or any change whatsoever.
