Pepsico Inc 8-K, filed Aug 14, 2020
Pepsico Inc (PEP)
About this 8-K
Pepsico Inc filed this 8-K on August 14, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 7.01. Regulation FD Disclosure.
PepsiCo, Inc. (the “Company”) directed The Bank of New York Mellon, as trustee (the “Trustee”), to send a notice of redemption on August 14, 2020 to the registered holders of the Company’s outstanding 2.150% Senior Notes due 2020 (CUSIP No. 713448 DC9), originally issued on October 14, 2015 (the “2020 Notes”), notifying such holders that the Company would redeem the 2020 Notes at a cash redemption price equal to 100% of the principal amount of the outstanding 2020 Notes (the “Redemption Price”), plus accrued and unpaid interest to the redemption date of September 14, 2020 (the “Redemption Date”). Upon completion of the redemption, no 2020 Notes will remain outstanding.
Payment of the Redemption Price will be made on or after the Redemption Date only upon presentation and surrender of the 2020 Notes to the Trustee. Interest on the 2020 Notes called for redemption will cease to accrue from and after the Redemption Date. The notice of redemption will be sent to the registered holders of the 2020 Notes. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. A copy of the form of 2020 Note is incorporated into this Current Report on Form 8-K by reference to Exhibit 4.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| (d) | Exhibits | |
| 4.1 | Form of 2.150% Senior Note due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2015. | |
| 99.1 | Notice of Redemption of 2.150% Senior Notes due 2020. | |
| 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.
| PEPSICO, INC. | ||
| Date: August 14, 2020 | By: | /s/ Cynthia A. Nastanski |
| Name: | Cynthia A. Nastanski | |
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | |
EXHIBIT 99.1
NOTICE OF REDEMPTION
PepsiCo, Inc.
2.150% Senior Notes Due 2020
(CUSIP No. 713448DC9)1
NOTICE IS HEREBY GIVEN THAT, pursuant to the Indenture dated as of May 21, 2007 (the “Indenture”), relating to the 2.150% Senior Notes Due 2020 (the “Notes”) between PepsiCo, Inc. (the “Company”) and The Bank of New York Mellon, as Trustee, the Company has elected to exercise its option to redeem all of the outstanding Notes on September 14, 2020 (the “Redemption Date”) at a redemption price equal to 100% of the principal amount of the outstanding Notes (the “Redemption Price”), plus accrued and unpaid interest to, but excluding, the Redemption Date.
Payment of the Redemption Price of the Notes, plus accrued and unpaid interest, will be made on the Redemption Date only upon presentation and surrender of Notes to The Bank of New York Mellon (the “Paying Agent”), by hand or by mail at the following locations:
| First Class/Registered/Certified | Express Delivery Only | By Hand Only |
| The Bank of New York Mellon 111 Sanders Creek Parkway East Syracuse, NY 13057 Att: Redemption Unit |
The Bank of New York Mellon 111 Sanders Creek Parkway East Syracuse, NY 13057 Att: Redemption Unit |
The Bank of New York Mellon 111 Sanders Creek Parkway East Syracuse, NY 13057 Att: Redemption Unit |
Notes held through The Depository Trust Company (“DTC”) should be surrendered for redemption in accordance with DTC’s procedures therefor.
On the Redemption Date, the principal amount of the Notes called for redemption, together with accrued and unpaid interest to, but excluding, the Redemption Date, will become due and payable. Unless the Company fails to pay the Redemption Price on the Redemption Date or to set apart funds for such payment, interest on the Notes to be redeemed will cease to accrue on and after the Redemption Date.
For all purposes of the Indenture, the Notes called for redemption in accordance with the foregoing will be deemed to be no longer outstanding from and after the Redemption Date, and all rights with respect thereto, except as stated herein, will cease as of the close of business on that same date and the only remaining right of holders of the Notes is to receive payment of the Redemption Price, plus accrued and unpaid interest to, but excluding, the Redemption Date, upon surrender to the Paying Agent of the Notes redeemed.
UNDER THE INTERNAL REVENUE SERVICE BACKUP WITHHOLDING PROVISIONS, THE PAYING AGENT MAY BE REQUIRED TO WITHHOLD TWENTY-FOUR PERCENT (24%) OF ANY GROSS PAYMENT TO A HOLDER WHO FAILS TO PROVIDE A CERTIFIED TAXPAYER IDENTIFICATION NUMBER (EMPLOYER IDENTIFICATION NUMBER OR SOCIAL SECURITY NUMBER). TO AVOID BACKUP WITHHOLDING, PLEASE COMPLETE A FORM W–9 OR THE APPLICABLE FORM W-8, AS APPROPRIATE, AND SEND IT TO THE PAYING AGENT IN CONNECTION WITH THE REDEMPTION.
1 The CUSIP number has been assigned to this issue by CUSIP Global Services and is included solely for the convenience of the holders of the Notes. No representation is being made as to the correctness of the CUSIP number either as printed on the Notes or as contained herein and the holder may rely only on the identification numbers printed on its Note. Capitalized terms used herein but not defined herein shall have the respective meanings set forth in the Indenture and the Notes.
Dated as of August 14, 2020 PepsiCo, Inc.