Company Update

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): July 18, 2022       PepsiCo, Inc.   (Exact name of registrant as specified in its charter)       North Carolina 1-1183 13-1584302 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   700 Anderson Hill Road , Purchase , New York 10577 (Address of principal executive offices) (Zip Code)   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:     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))       Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:   Title of each class   Trading Symbol   Name of each exchange on which registered Common Stock, par value 1-2/3 cents per share   PEP   The Nasdaq Stock Market LLC 2.500% Senior Notes due 2022   PEP22a   The Nasdaq Stock Market LLC 0.250% Senior Notes due 2024   PEP24   The Nasdaq Stock Market LLC 2.625% Senior Notes due 2026   PEP26   The Nasdaq Stock Market LLC 0.750% Senior Notes due 2027   PEP27   The Nasdaq Stock Market LLC 0.875% Senior Notes due 2028   PEP28   The Nasdaq Stock Market LLC 0.500% Senior Notes due 2028   PEP28a   The Nasdaq Stock Market LLC 1.125% Senior Notes due 2031   PEP31   The Nasdaq Stock Market LLC 0.400% Senior Notes due 2032   PEP32   The Nasdaq Stock Market LLC 0.750% Senior Notes due 2033   PEP33   The Nasdaq Stock Market LLC 0.875% Senior Notes due 2039   PEP39   The Nasdaq Stock Market LLC 1.050% Senior Notes due 2050   PEP50   The Nasdaq Stock Market LLC   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 ¨   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. ¨           Item 8.01. Other Events.   PepsiCo Senior Notes Offering.   On July 14, 2022, PepsiCo, Inc. (“PepsiCo”) announced an offering of $1,250,000,000 of its 3.900% Senior Notes due 2032 (the “Notes”). Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC were joint book-running managers for the offering of the Notes.   PepsiCo received net proceeds of approximately $1,242 million, after deducting underwriting discounts and estimated offering expenses payable by PepsiCo. An amount equivalent to the net proceeds will be used to fund, in whole or in part, Eligible Green Projects, which promote PepsiCo’s selected Sustainable Development Goals as defined by the United Nations.   The Notes were offered and sold pursuant to a Terms Agreement (the “Terms Agreement”) dated July 14, 2022 (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 (the “Registration Statement”) on Form S-3 (File No. 333-234767), filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2019. PepsiCo has filed with the SEC a prospectus supplement, dated July 14, 2022, together with the accompanying prospectus, dated November 18, 2019, relating to the offer and sale of the Notes. The Notes were issued on July 18, 2022 pursuant to an Indenture (the “Indenture”) dated as of May 21, 2007 between PepsiCo and The Bank of New York Mellon, as Trustee. The following table summarizes information about the Notes and the offering thereof.       3.900% Senior Notes due 2032 Aggregate Principal Amount Offered:   $1,250,000,000 Maturity Date:   July 18, 2032 Interest Payment Dates:   Semi-annually on each January 18 and July 18, commencing January 18, 2023 Coupon:   3.900% Optional Redemption:   Prior to April 18, 2032, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after April 18, 2032 Price to Public:   99.844%   The Notes are unsecured obligations of PepsiCo and 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 forms of Notes. Each of the Terms Agreement, the Standard Provisions and the form of Note is incorporated by reference into the Registration Statement and is filed with this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2 and Exhibit 4.1, respectively. The Board of Directors resolutions authorizing PepsiCo’s officers to establish the terms of the Notes have been filed as Exhibit 4.7 to the Registration Statement. The Indenture has been filed as Exhibit 4.3 to the Registration Statement. Opinions regarding the legality of the Notes are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 5.1 and 5.2; and consents relating to such incorporation of such opinions are incorporated by reference into the Registration Statement and are filed with this Current Report on Form 8-K as Exhibits 23.1 and 23.2 by reference to their inclusion within Exhibits 5.1 and 5.2, respectively.         Item 9.01. Financial Statements and Exhibits.   (d)       Exhibits   1.1 Terms Agreement dated July 14, 2022 (incorporating the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019) among PepsiCo and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. 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. 333-234767) filed with the SEC on November 18, 2019).   4.1 Form of 3.900% Senior Note due 2032.   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.         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 18, 2022 PepsiCo, Inc.     By: /s/ Cynthia A. Nastanski     Name: Cynthia A. Nastanski     Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary