Obligation PepsicoCorp 7% ( USU71344BE10 ) en USD

Société émettrice PepsicoCorp
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  USU71344BE10 ( en USD )
Coupon 7% par an ( paiement semestriel )
Echéance 28/02/2029



Prospectus brochure de l'obligation PepsiCo Inc USU71344BE10 en USD 7%, échéance 28/02/2029


Montant Minimal 2 000 USD
Montant de l'émission 515 587 000 USD
Cusip U71344BE1
Prochain Coupon 01/03/2026 ( Dans 77 jours )
Description détaillée PepsiCo Inc. est une multinationale américaine de l'agro-alimentaire produisant des boissons, des collations et des aliments, avec des marques emblématiques telles que Pepsi, Lay's, Gatorade et Quaker Oats.

L'Obligation émise par PepsicoCorp ( Etas-Unis ) , en USD, avec le code ISIN USU71344BE10, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2029








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): November 8, 2018

PepsiCo, Inc.
(Exact Name of Registrant as Specified in Its Charter)

North Carolina
1-1183
13-1584302
(State or Other Jurisdiction of
(Commission File Number)
(IRS Employer Identification
Incorporation or Organization)
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):

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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 8.01.
Other Events.


Cash Tender Offers

On November 8, 2018, PepsiCo, Inc. ("PepsiCo") issued an advisory press release announcing the availability on its corporate website of information
relating to the final results of its previously announced cash tender offers (the "Cash Tender Offers") for certain outstanding notes issued by predecessors to a
PepsiCo subsidiary ("Metro Notes") and certain outstanding notes issued by PepsiCo. A copy of the advisory press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein, and a copy of the information posted to PepsiCo's corporate website relating to the final results of the Cash Tender
Offers is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Exchange Offers

On November 8, 2018, PepsiCo issued an advisory press release announcing the availability on its corporate website of information relating to the final
results of its previously announced offers to exchange Metro Notes for New PepsiCo Notes (as defined below) (the "Exchange Offers"). A copy of the
advisory press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein, and a copy of the information posted to PepsiCo's corporate
website relating to the final results of the Exchange Offers is attached hereto as Exhibit 99.4 and is incorporated by reference herein.

New PepsiCo Notes Issued in Exchange for Metro Notes

On November 8, 2018, in connection with the Exchange Offers referred to above and described in Exhibit 99.4 hereto, PepsiCo accepted Metro Notes in
exchange for the following newly issued notes of PepsiCo:

(i)
$88,230,000 principal amount of PepsiCo's 7.29% Senior Notes due 2026, Series A (the "7.29% Senior Notes due 2026"), the form

of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein;

(ii)
$21,000,000 principal amount of PepsiCo's 7.44% Senior Notes due 2026, Series A (the "7.44% Senior Notes due 2026"), the

form of which is attached hereto as Exhibit 4.2 and is incorporated by reference herein;

(iii)
$515,587,000 principal amount of PepsiCo's 7.00% Senior Notes due 2029, Series A (the "7.00% Senior Notes due 2029"), the

form of which is attached hereto as Exhibit 4.3 and is incorporated by reference herein; and

(iv)
$106,837,000 principal amount of PepsiCo's 5.50% Senior Notes due 2035, Series A (the "5.50% Senior Notes due 2035," and

together with the 7.29% Senior Notes due 2026, 7.44% Senior Notes due 2026 and 7.00% Senior Notes due 2029, the "New PepsiCo Notes"), the
form of which is attached hereto as Exhibit 4.4 and is incorporated by reference herein.

1



The New PepsiCo Notes will be issued pursuant to the indenture (the "2007 Indenture"), dated as of May 21, 2007, between PepsiCo and The Bank of
New York Mellon, as trustee, a copy of which is incorporated by reference herein as Exhibit 4.5 hereto.

The New PepsiCo Notes have not been registered under the Securities Act of 1933 or any state securities laws. Therefore, the New PepsiCo Notes may not
be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933 and any applicable state securities laws.

In connection with the Exchange Offers referred to above and described in Exhibit 99.4 hereto, PepsiCo has agreed to enter into a registration rights
agreement (the "Registration Rights Agreement"), the form of which is attached hereto as Exhibit 4.6 and is incorporated by reference herein, to use
commercially reasonable efforts to (i) file a registration statement with respect to a registered offer to exchange the New PepsiCo Notes for a new series of
notes (the "Exchange Notes") having terms identical in all material respects to the New PepsiCo Notes being exchanged, except that the Exchange Notes will
not contain transfer restrictions and (ii) cause the registration statement with respect to the Exchange Notes to be declared effective within 365 days after the
date the New PepsiCo Notes are issued.

Item 9.01.
Financial Statements and Exhibits.


(d)
Exhibits


4.1
Form of 7.29% Senior Note due 2026, Series A


4.2
Form of 7.44% Senior Note due 2026, Series A


4.3
Form of 7.00% Senior Note due 2029, Series A


4.4
Form of 5.50% Senior Note due 2035, Series A


4.5
2007 Indenture (incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.'s Registration Statement on Form S-3ASR (Registration No. 333-
154314) filed with the Securities and Exchange Commission on October 15, 2008)


4.6
Form of Registration Rights Agreement


99.1
Press release of PepsiCo dated November 8, 2018 entitled "PepsiCo Announces Final Results for Cash Tender Offers for Certain Outstanding
Notes."


99.2
Information posted to PepsiCo's corporate website relating to the final results of the Cash Tender Offers.


99.3
Press release of PepsiCo dated November 8, 2018 entitled "PepsiCo Announces Final Results for Offers to Exchange Certain Outstanding Notes
for New Notes."


99.4
Information posted to PepsiCo's corporate website relating to the final results of the Exchange Offers.

2



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: November 8, 2018
PepsiCo, Inc.



By:
/s/ Cynthia A. Nastanski
Name:
Cynthia A. Nastanski
Title:
Senior Vice President, Corporate Law and Deputy Corporate
Secretary

3


Exhibit 4.1

[Form of 7.29% Senior Note due 2026, Series A]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (a) IT AND ANY ACCOUNT FOR WHICH
IT IS ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (b) IT IS NOT A U.S. PERSON (WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF PEPSICO, INC. THAT IT WILL NOT OFFER,
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (a) TO PEPSICO, INC. OR ANY
OF ITS SUBSIDIARIES, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (c) TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (d) IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (e) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(c) ABOVE OR (2)(d) ABOVE, A DULY COMPLETED AND SIGNED
CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(e) ABOVE, PEPSICO, INC. RESERVES THE RIGHT TO REQUIRE THE DELIVERY
OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT
THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

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.

1



[FOR TEMPORARY OFFSHORE GLOBAL NOTE] [THIS NOTE IS A TEMPORARY OFFSHORE GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE
RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-
U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT
OFFSHORE GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE UNDER WHICH THE NOTES WERE ISSUED. TERMS IN THIS
LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AT THE DIRECTION OF THE COMPANY AFTER 40 DAYS BEGINNING ON AND
INCLUDING THE LATER OF (a) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) AND (b) THE ORIGINAL ISSUE DATE OF THE NOTES.]

2



No.
$
[U.S. GLOBAL NOTE]
CUSIP No. 713448 EA2
ISIN US713448EA28
[OFFSHORE GLOBAL NOTE]
CUSIP No. U71344 BC5
ISIN USU71344BC53

PEPSICO, INC.

7.29% SENIOR NOTE DUE 2026, SERIES A

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 September 15, 2026, and to pay interest on said principal sum semi-annually on March 15 and September 15 of each year,
commencing March 15, 2019, at the rate of 7.29% per annum from September 15, 2018, 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 March 1 and September 1 (whether or not a New York
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.

3



IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or facsimile signature under its corporate seal or a
facsimile thereof.

Dated:
PEPSICO, INC.



By:
Name:
Title:
Authorized Signatory



By:
Name:
Title:
Authorized Signatory




[seal]




Attest:










4



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

The Bank of New York Mellon, as Trustee


By:
Authorized Signatory


Dated:

5



[REVERSE OF NOTE]

PEPSICO, INC.

7.29% SENIOR NOTE DUE 2026, SERIES A

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 May 21, 2007 (herein called the "Indenture"), between the Company and The
Bank of New York Mellon, 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 issued on November 9, 2018 (the "Initial Issue Date") and initially limited in
aggregate principal amount to $ .

The Company has agreed with certain dealer managers pursuant to a Registration Rights Agreement dated as of November 9, 2018 (the
"Registration Rights Agreement"), a copy of which may be obtained from the Company, to offer to exchange this Note for an Exchange Note (as defined in
Annex I to this Note) issued under the Indenture and registered under the Securities Act of 1933. If a "Registration Default" occurs under the Registration
Rights Agreement, the Company may be required to pay additional interest on this Note during the continuance of such default (not to exceed 0.25% per
annum) as specified in the Registration Rights Agreement. Holders of Exchange Notes will vote and consent together with Holders of this Note and all other
Notes of this series on all matters under the Indenture, this Note, the Notes of this series and the Exchange Notes on which Holders of this Note, the Notes of
this series and the Exchange Notes are entitled to vote and consent. This Note and the Holder hereof are entitled to the benefits of the Registration Rights
Agreement, and as provided in the Registration Rights Agreement, the Holder of this Note is deemed to have agreed to be bound by the provisions of the
Registration Rights Agreement whether or not such Holder has signed the Registration Rights Agreement.

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 each 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. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of Securities of such series, 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

6


Document Outline