Attached files
file | filename |
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EX-4.1 - EX-4.1 - PEPSICO INC | y92481exv4w1.htm |
EX-4.2 - EX-4.2 - PEPSICO INC | y92481exv4w2.htm |
EX-1.1 - EX-1.1 - PEPSICO INC | y92481exv1w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 22, 2011
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
North Carolina (State or Other Jurisdiction of Incorporation) |
1-1183 (Commission File Number) |
13-1584302 (IRS Employer Identification No.) |
700 Anderson Hill Road
Purchase, New York 10577
Purchase, New York 10577
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (914) 253-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
PepsiCo Senior Notes Offering.
On August 22, 2011, PepsiCo, Inc. (PepsiCo) announced an offering of $500,000,000 aggregate
principal amount of its 0.800% senior notes due 2014 (the 2014 Notes) and $750,000,000 aggregate
principal amount of its 3.000% senior notes due 2021 (the 2021 Notes and, together with the 2014
Notes, the Notes). BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC were joint bookrunners for the offering of the Notes.
The public offering price of the 2014 Notes was 99.609% of the principal amount and the public
offering price of the 2021 Notes was 99.393% of the principal amount. PepsiCo is expected to
receive net proceeds of approximately $1.24 billion, after deducting underwriting discounts and
estimated offering expenses payable by PepsiCo after reimbursement. PepsiCo intends to use the net
proceeds for general corporate purposes. The Notes were offered and sold pursuant to a Terms
Agreement (the Terms Agreement) dated August 22, 2011 (incorporating the Underwriting Agreement
Standard Provisions dated August 22, 2011) among PepsiCo and the representatives of the several
underwriters, under PepsiCos automatic shelf registration statement (the Registration Statement)
on Form S-3 (Registration No. 333-154314), filed with the Securities and Exchange Commission (the
SEC) on October 15, 2008. PepsiCo has filed with the SEC a prospectus supplement, dated August
22, 2011, together with the accompanying prospectus, dated October 15, 2008, relating to the offer
and sale of the Notes.
The Notes are expected to be issued on August 29, 2011 pursuant to an Indenture (the
Indenture) dated as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee.
The 2014 Notes will bear interest at the rate of 0.800% per year, with interest payable on February
25 and August 25 of each year, beginning on February 25, 2012, and will mature on August 25, 2014.
PepsiCo will be able to redeem some or all of the 2014 Notes at any time and from time to time at
the greater of 100% of the principal amount of the Notes being redeemed and the discounted present
value of such Notes, discounted at the corresponding U.S. Treasury rate plus 10 basis points. The
2021 Notes will bear interest at the rate of 3.000% per year, with interest payable on February 25
and August 25 of each year, beginning on February 25, 2012, and will mature on August 25, 2021.
PepsiCo will be able to redeem some or all of the 2021 Notes at any time and from time to time at
the greater of 100% of the principal amount of the Notes being redeemed and the discounted present
value of such Notes, discounted at the corresponding U.S. Treasury rate plus 15 basis points. The
Notes will be unsecured obligations of PepsiCo and will rank equally with all of PepsiCos other
unsecured senior indebtedness. The Indenture also contains customary event of default provisions.
The above description of the Terms Agreement, the Indenture and the Notes is qualified in its
entirety by reference to the Terms Agreement, the Indenture and the forms of Notes. Each of the
Terms Agreement and the forms of 2014 Notes and 2021 Notes is incorporated by reference into the
Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit
4.1 and Exhibit 4.2, respectively. The Board of Directors resolutions authorizing PepsiCos
officers to establish the terms of the Notes are incorporated by reference into the
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Registration Statement by reference to Exhibit 4.3 hereto. The Indenture was previously filed
as Exhibit 4.3 to the Registration Statement.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
1.1 | Terms Agreement dated August 22, 2011 (incorporating the Underwriting
Agreement Standard Provisions dated August 22, 2011) among PepsiCo and
BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Morgan
Stanley & Co. LLC, as representatives of the several underwriters
named therein. |
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4.1 | Form of 0.800% Senior Note due 2014. |
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4.2 | Form of 3.000% Senior Note due 2021. |
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4.3 | Board of Directors Resolutions Authorizing PepsiCos Officers to
Establish the Terms of the Notes (incorporated by reference to Exhibit
4.3 to PepsiCos Current Report on Form 8-K dated May 3, 2011). |
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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: August 25, 2011 | PepsiCo, Inc. |
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By: | /s/ Cynthia A. Nastanski | |||
Cynthia A. Nastanski | ||||
Vice President, Assistant General Counsel and Assistant Secretary | ||||
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INDEX TO EXHIBITS
Exhibit Number | Description | |||
1.1 | Terms Agreement dated August 22, 2011 (incorporating
the Underwriting Agreement Standard Provisions dated
August 22, 2011) among PepsiCo and BNP Paribas
Securities Corp., Deutsche Bank Securities Inc. and
Morgan Stanley & Co. LLC, as representatives of the
several underwriters named therein. |
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4.1 | Form of 0.800% Senior Note due 2014. |
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4.2 | Form of 3.000% Senior Note due 2021. |
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4.3 | Board of Directors Resolutions Authorizing PepsiCos
Officers to Establish the Terms of the Notes
(incorporated by reference to Exhibit 4.3 to PepsiCos
Current Report on Form 8-K dated May 3, 2011). |
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