Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-234767
March 17, 2020
PepsiCo, Inc.
2.250% Senior Notes due 2025
2.625% Senior Notes due 2027
2.750% Senior Notes due 2030
3.500% Senior Notes due 2040
3.625% Senior Notes due 2050
3.875% Senior Notes due 2060
Issuer: |
| PepsiCo, Inc. | ||||||||||
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Ratings (S&P / Moody’s): |
| A+ / A1 (Stable Outlook / On Review for Downgrade) | ||||||||||
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Trade Date: |
| March 17, 2020 | ||||||||||
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Settlement Date (T+2): |
| March 19, 2020 | ||||||||||
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Title of Securities: |
| 2.250% Senior Notes due 2025 |
| 2.625% Senior Notes due 2027 |
| 2.750% Senior Notes due 2030 |
| 3.500% Senior Notes due 2040 |
| 3.625% Senior Notes due 2050 |
| 3.875% Senior Notes due 2060 |
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Aggregate Principal Amount Offered: |
| $1,500,000,000 |
| $500,000,000 |
| $1,500,000,000 |
| $750,000,000 |
| $1,500,000,000 |
| $750,000,000 |
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Maturity Date: |
| March 19, 2025 |
| March 19, 2027 |
| March 19, 2030 |
| March 19, 2040 |
| March 19, 2050 |
| March 19, 2060 |
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Interest Payment Dates: |
| Semi-annually on each March 19 and September 19, commencing on September 19, 2020 |
| Semi-annually on each March 19 and September 19, commencing on September 19, 2020 |
| Semi-annually on each March 19 and September 19, commencing on September 19, 2020 |
| Semi-annually on each March 19 and September 19, commencing on September 19, 2020 |
| Semi-annually on each March 19 and September 19, commencing on September 19, 2020 |
| Semi-annually on each March 19 and September 19, commencing on September 19, 2020 |
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Benchmark Treasury: |
| 1.125% due February 28, 2025 |
| 1.125% due February 28, 2027 |
| 1.500% due February 15, 2030 |
| 2.375% due November 15, 2049 |
| 2.375% due November 15, 2049 |
| 2.375% due November 15, 2049 |
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Benchmark Treasury Yield: |
| 0.665% |
| 0.906% |
| 1.012% |
| 1.654% |
| 1.654% |
| 1.654% |
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Spread to Treasury: |
| +160 basis points |
| +180 basis points |
| +180 basis points |
| +190 basis points |
| +200 basis points |
| +230 basis points |
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Re-offer Yield: |
| 2.265% |
| 2.706% |
| 2.812% |
| 3.554% |
| 3.654% |
| 3.954% |
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Coupon: |
| 2.250% |
| 2.625% |
| 2.750% |
| 3.500% |
| 3.625% |
| 3.875% |
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Price to Public: |
| 99.929% |
| 99.487% |
| 99.463% |
| 99.232% |
| 99.474% |
| 98.419% |
Optional Redemption: |
| Prior to February 19, 2025, make-whole call at Treasury rate plus 25 basis points; par call at any time on or after February 19, 2025 |
| Prior to January 19, 2027, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after January 19, 2027 |
| Prior to December 19, 2029, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after December 19, 2029 |
| Prior to September 19, 2039, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after September 19, 2039 |
| Prior to September 19, 2049, make-whole call at Treasury rate plus 30 basis points; par call at any time on or after September 19, 2049 |
| Prior to September 19, 2059, make-whole call at Treasury rate plus 35 basis points; par call at any time on or after September 19, 2059 |
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Net Proceeds to PepsiCo (Before Expenses): |
| $1,493,685,000 |
| $495,435,000 |
| $1,485,195,000 |
| $739,552,500 |
| $1,478,985,000 |
| $731,580,000 |
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Use of Proceeds: |
| PepsiCo intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper. | ||||||||||
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Day Count Fraction: |
| 30/360 |
| 30/360 |
| 30/360 |
| 30/360 |
| 30/360 |
| 30/360 |
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CUSIP / ISIN: |
| 713448 EQ7 / US713448EQ79 |
| 713448 ER5 / US713448ER52 |
| 713448 ES3 / US713448ES36 |
| 713448 ET1 / US713448ET19 |
| 713448 EU8 / US713448EU81 |
| 713448 EV6 / US713448EV64 |
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Minimum Denomination: |
| $2,000 and integral multiples of $1,000 | ||||||||||
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Joint Book-Running Managers: |
| BofA Securities, Inc. | ||||||||||
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Senior Co-Managers: |
| BNP Paribas Securities Corp. | ||||||||||
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Co-Managers: |
| ANZ Securities, Inc. |
An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to review, revision, suspension, reduction or withdrawal at any time by S&P and Moody’s. Each of the security ratings above should be evaluated independently of any other security rating.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.