Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-216082
October 7, 2019
PepsiCo, Inc.
2.875% Senior Notes due 2049
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Issuer: |
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PepsiCo, Inc. |
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Ratings (Moody’s / S&P): |
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A1 / A+ (Stable Outlook / Stable Outlook) |
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Trade Date: |
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October 7, 2019 |
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Settlement Date (T+2): |
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October 9, 2019 |
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Title of Securities: |
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2.875% Senior Notes due 2049 |
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Aggregate Principal Amount Offered: |
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$1,000,000,000 |
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Maturity Date: |
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October 15, 2049 |
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Interest Payment Dates: |
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Semi-annually on each April 15 and October 15, commencing on April 15, 2020 |
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Benchmark Treasury: |
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2.875% due May 15, 2049 |
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Benchmark Treasury Yield: |
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2.043% |
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Spread to Treasury: |
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+92 basis points |
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Re-offer Yield: |
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2.963% |
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Coupon: |
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2.875% |
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Price to Public: |
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98.258% |
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Optional Redemption: |
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Prior to April 15, 2049, make-whole call at Treasury rate plus 15 basis points; par call at any time on or after April 15, 2049 |
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Net Proceeds to PepsiCo (Before Expenses): |
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$973,830,000 |
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Use of Proceeds: |
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PepsiCo intends to use an amount equivalent to the net proceeds from this offering to fund, in whole or in part, Eligible Green Projects, which promote PepsiCo’s selected Sustainable Development Goals as defined by the United Nations. |
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Day Count Fraction: |
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30/360 |
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CUSIP / ISIN: |
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713448 EP9 / US713448EP96 |
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Minimum Denomination: |
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$2,000 and integral multiples of $1,000 |
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Joint Book-Running Managers: |
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Morgan Stanley & Co. LLC |
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Senior Co-Managers: |
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BofA Securities, Inc. |
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Co-Managers: |
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ANZ Securities, Inc. |
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ING Financial Markets LLC |
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 Moody’s and S&P. 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 Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526 or Mizuho Securities USA LLC toll-free at 1-866-271-7403.
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