PepsiCo Issues Multiple Series of Notes

TL;DR

PepsiCo just dropped a bunch of new debt offerings with varying maturity dates and interest rates.

AI Summary

On July 17, 2024, PepsiCo Inc. filed an 8-K to report the issuance of various series of notes. These include notes due in 2026, 2027, 2028, 2029, 2031, 2032, 2033, 2034, and 2039, with coupon rates ranging from 0.4% to 3.55%. The filing also includes exhibits related to common stock and these debt instruments.

Why It Matters

This filing indicates PepsiCo is raising capital through debt issuance, which could be for general corporate purposes, refinancing existing debt, or funding future investments.

Risk Assessment

Risk Level: low — This is a routine debt issuance filing by a large, stable company and does not indicate any unusual risks.

Key Numbers

• 3.55% — Highest Coupon Rate (Represents the highest interest rate on the newly issued notes.)
• 0.4% — Lowest Coupon Rate (Represents the lowest interest rate on the newly issued notes.)
• 2039 — Latest Maturity Date (Indicates the longest term for the debt issued.)

Key Players & Entities

• PEPSICO INC (company) — Filer
• 2.625% Notes Due 2026 (dollar_amount) — Debt Instrument
• 0.75% Notes Due 2027 (dollar_amount) — Debt Instrument
• 0.875% Notes Due 2028 (dollar_amount) — Debt Instrument
• 0.5% Notes Due 2028 (dollar_amount) — Debt Instrument
• 3.2% Notes Due 2029 (dollar_amount) — Debt Instrument
• 1.125% Notes Due 2031 (dollar_amount) — Debt Instrument
• 0.4% Notes Due 2032 (dollar_amount) — Debt Instrument
• 0.75% Notes Due 2033 (dollar_amount) — Debt Instrument
• 3.55% Notes Due 2034 (dollar_amount) — Debt Instrument

FAQ

Key Financial Figures

• $850,000,000 — c. ("PepsiCo") announced an offering of $850,000,000 aggregate principal amount of its 4.500
• $650,000,000 — nior Notes due 2029 (the "2029 Notes"), $650,000,000 aggregate principal amount of its 4.800
• $750,000,000 — r Notes due 2034 (the "2034 Notes") and $750,000,000 aggregate principal amount of its 5.250
• $2,232 m — received net proceeds of approximately $2,232 million, after deducting underwriting dis
• $750,000,000 M — ffered: $850,000,000 $650,000,000 $750,000,000 Maturity Date: July 17, 2029 July 17,

Filing Documents

• tm2416937d4_8k.htm (8-K) — 59KB
• tm2416937d4_ex1-1.htm (EX-1.1) — 65KB
• tm2416937d4_ex4-1.htm (EX-4.1) — 35KB
• tm2416937d4_ex4-2.htm (EX-4.2) — 35KB
• tm2416937d4_ex4-3.htm (EX-4.3) — 35KB
• tm2416937d4_ex5-1.htm (EX-5.1) — 10KB
• tm2416937d4_ex5-2.htm (EX-5.2) — 9KB
• tm2416937d4_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-080566.txt ( ) — 571KB
• pep-20240717.xsd (EX-101.SCH) — 6KB
• pep-20240717_def.xml (EX-101.DEF) — 31KB
• pep-20240717_lab.xml (EX-101.LAB) — 42KB
• pep-20240717_pre.xml (EX-101.PRE) — 29KB
• tm2416937d4_8k_htm.xml (XML) — 16KB

01. Other Events

Item 8.01. Other Events. PepsiCo Senior Notes Offering. On July 15, 2024, PepsiCo, Inc. ("PepsiCo") announced an offering of $850,000,000 aggregate principal amount of its 4.500% Senior Notes due 2029 (the "2029 Notes"), $650,000,000 aggregate principal amount of its 4.800% Senior Notes due 2034 (the "2034 Notes") and $750,000,000 aggregate principal amount of its 5.250% Senior Notes due 2054 (the "2054 Notes," and together with the 2029 Notes and 2034 Notes, the "Notes"). BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC were joint book-running managers for the offering of the Notes. PepsiCo received net proceeds of approximately $2,232 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. The net proceeds will be used for general corporate purposes, including the repayment of commercial paper. The Notes were offered and sold pursuant to a Terms Agreement (the "Terms Agreement") dated July 15, 2024 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (the "Standard Provisions")) among PepsiCo and the representatives of the several underwriters, under PepsiCo's automatic shelf registration statement on Form S-3 (File No. 333-277003), filed with the Securities and Exchange Commission (the "SEC") on February 12, 2024 (the "Registration dated February 12, 2024, relating to the offer and sale of the Notes. The Notes were issued on July 17, 2024 pursuant to an Indenture (the "Indenture") dated as of February 12, 2024 between PepsiCo and U.S. Bank Trust Company, National Association, as Trustee. The following table summarizes information about the Notes and the offering thereof. 4.500% Senior Notes due 2029 4.800% Senior Notes due 2034 5.250% Senior Notes due 2054 Aggregate Principal Amount Offered

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d)Exhibits 1.1 Terms Agreement dated July 15, 2024 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Representatives of the several underwriters named therein. 1.2 PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 (incorporated by reference to Exhibit 1.2 to PepsiCo's Registration Statement on Form S-3 (File No. 333-277003) filed with the SEC on February 12, 2024). 4.1 Form of 4.500% Senior Note due 2029. 4.2 Form of 4.800% Senior Note due 2034. 4.3 Form of 5.250% Senior Note due 2054. 5.1 Opinion of Davis Polk & Wardwell LLP. 5.2 Opinion of Womble Bond Dickinson (US) 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). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 2

SIGNATURES

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: July 17, 2024 PepsiCo, Inc. By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR