UNITED STATES
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
Date of report (Date of earliest event reported): February 25, 2009
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Charter)
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| North Carolina
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1-1183
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13-1584302 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
PepsiCo Senior Notes Offering.
On February 25, 2009, PepsiCo, Inc. (“PepsiCo”) announced an offering of $1.0 billion
aggregate principal amount of its 3.75% senior notes due 2014 (the “Notes”). Morgan Stanley & Co.
Incorporated, Muriel Siebert & Co., Inc. and UBS Securities LLC were joint bookrunners for the
offering of the Notes.
The public offering price of the Notes was 99.788% of the principal amount. PepsiCo is
expected to receive net proceeds, after deducting underwriting discounts and estimated offering
expenses, of approximately $994 million and intends to use such net proceeds for general corporate
purposes.
The Notes were offered and sold pursuant to a Terms Agreement (the “Terms Agreement”) dated
February 25, 2009 (incorporating the Underwriting Agreement Standard Provisions dated February 25,
2009) among PepsiCo and the representatives of the several underwriters, under PepsiCo’s 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 February 25, 2009, 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 March 2, 2009 pursuant to an Indenture (the
“Indenture”) dated as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee.
The Notes will bear interest at the rate of 3.75% per year, with interest payable on March 1 and
September 1 of each year, beginning on September 1, 2009, and will mature on March 1, 2014.
PepsiCo will be able to redeem some or all of the 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 30 basis points. The
Notes will be unsecured obligations of PepsiCo and will rank equally with all of PepsiCo’s 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 form of Note. Each of the
Terms Agreement and the form of Note is incorporated by reference into the Registration Statement
and is attached to this Current Report on Form 8-K as Exhibit 1.1 and Exhibit 4.1, respectively.
The Indenture was previously filed as Exhibit 4.3 to the Registration Statement.
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