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): June 1, 2020
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 | ||
| 1.750% Senior Notes due 2021 | PEP21a | 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 | ||
| 0.875% Senior Notes due 2039 | PEP39 | 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. |
Effective June 1, 2020, PepsiCo, Inc. (“PepsiCo”) terminated the $3,750,000,000 364-Day Credit Agreement, dated as of June 3, 2019, among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent (the “2019 364-Day Credit Agreement”). There were no outstanding borrowings under the 2019 364-Day Credit Agreement at the time of its termination.
On June 1, 2020, PepsiCo entered into a new $3,750,000,000 364-day unsecured revolving credit agreement (the “2020 364-Day Credit Agreement”) among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent. The 2020 364-Day Credit Agreement enables PepsiCo and its borrowing subsidiaries to borrow up to $3,750,000,000 in U.S. Dollars and/or Euros, subject to customary terms and conditions, and expires on May 31, 2021. PepsiCo may also, upon the agreement of either the then existing lenders or of additional banks not currently party to the 2020 364-Day Credit Agreement, increase the commitments under the 2020 364-Day Credit Agreement to up to $4,500,000,000 in U.S. Dollars and/or Euros. PepsiCo may request renewal of the 2020 364-Day Credit Agreement for an additional 364-day period or convert any amounts outstanding into a term loan for a period of up to one year, which term loan would mature no later than the anniversary of the then effective termination date. Subject to certain conditions stated in the 2020 364-Day Credit Agreement, PepsiCo and its borrowing subsidiaries may borrow, prepay and reborrow amounts under the 2020 364-Day Credit Agreement at any time during the term of the 2020 364-Day Credit Agreement. Funds borrowed under the 2020 364-Day Credit Agreement may be used for general corporate purposes of PepsiCo and its subsidiaries. The 2020 364-Day Credit Agreement contains customary representations and warranties and events of default. In the ordinary course of their respective businesses, the lenders under the 2020 364-Day Credit Agreement and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with PepsiCo and its affiliates.
The 2020 364-Day Credit Agreement is in addition to the existing $3,750,000,000 five-year unsecured revolving credit agreement (the “2019 Five-Year Credit Agreement”), dated as of June 3, 2019, among PepsiCo, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which remains outstanding. As of the date of this Current Report on Form 8-K, there were no outstanding borrowings under the 2020 364-Day Credit Agreement or the 2019 Five-Year Credit Agreement.
The foregoing descriptions of the 2020 364-Day Credit Agreement and 2019 Five-Year Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2020 364-Day Credit Agreement and the 2019 Five-Year Credit Agreement, as applicable, which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
1
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 99.1 | 364-Day Credit Agreement, dated as of June 1, 2020, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent. | |
| 99.2 | Five-Year Credit Agreement, dated as of June 3, 2019, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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: June 3, 2020 | PepsiCo, Inc. | ||
| By: | /s/ Cynthia A. Nastanski | ||
| Name: | Cynthia A. Nastanski | ||
| Title: | Senior Vice President, Corporate Law and Deputy Corporate Secretary | ||
3
