Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-234767
October 6, 2021
PepsiCo, Inc.
1.950% Senior Notes due 2031
2.625% Senior Notes due 2041
2.750% Senior Notes due 2051
| Issuer: | PepsiCo, Inc. | ||
| Ratings (S&P / Moody’s): | A+ / A1 (Stable Outlook / Stable Outlook) | ||
| Trade Date: | October 6, 2021 | ||
| Settlement Date (T+10): | October 21, 2021 | ||
| Title of Securities: | 1.950% Senior Notes due 2031 | 2.625% Senior Notes due 2041 | 2.750% Senior Notes due 2051 |
| Aggregate Principal Amount Offered: | $1,250,000,000 | $750,000,000 | $1,000,000,000 |
| Maturity Date: | October 21, 2031 | October 21, 2041 | October 21, 2051 |
| Interest Payment Dates: | Semi-annually on each April 21 and October 21, commencing April 21, 2022 | Semi-annually on each April 21 and October 21, commencing April 21, 2022 | Semi-annually on each April 21 and October 21, commencing April 21, 2022 |
| Benchmark Treasury: | 1.250% due August 15, 2031 | 1.750% due August 15, 2041 | 2.375% due May 15, 2051 |
| Benchmark Treasury Yield: | 1.521% | 2.015% | 2.062% |
| Spread to Treasury: | +47 basis points | +62 basis points | +72 basis points |
| Re-offer Yield: | 1.991% | 2.635% | 2.782% |
| Coupon: | 1.950% | 2.625% | 2.750% |
| Price to Public: | 99.630% | 99.845% | 99.352% |
| Optional Redemption: | Prior to July 21, 2031, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after July 21, 2031 | Prior to April 21, 2041, make-whole call at Treasury rate plus 10 basis points; par call at any time on or after April 21, 2041 | Prior to April 21, 2051, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after April 21, 2051 |
| Net Proceeds to PepsiCo (Before Expenses): | $1,239,750,000 | $744,150,000 | $984,770,000 |
| Use of Proceeds: | PepsiCo intends to use the net proceeds from this offering for general corporate purposes, including the repurchase of outstanding indebtedness and the repayment of commercial paper. | ||
| Day Count Fraction: | 30/360 | 30/360 | 30/360 |
| CUSIP / ISIN: | 713448FE3 / US713448FE31 | 713448FF0 / US713448FF06 | 713448FG8 / US713448FG88 |
| Minimum Denomination: | $2,000 and integral multiples of $1,000 | ||
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC | ||
| Senior Co-Managers: | Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC | ||
| Co-Managers: | ANZ Securities, Inc. CastleOak Securities, L.P. ING Financial Markets LLC Loop Capital Markets LLC PNC Capital Markets LLC RBC Capital Markets, LLC Siebert Williams Shank & Co., LLC SG Americas Securities, LLC UBS Securities LLC U.S. Bancorp Investments, 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, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611 or J.P. Morgan Securities LLC at 1-212-834-4533 (collect).
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