Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-234767
July 14, 2022
3.900% Senior Notes due 2032
|Ratings (S&P / Moody’s):||A+ / A1 (Stable Outlook / Stable Outlook)|
|Trade Date:||July 14, 2022|
|Settlement Date (T+2):||July 18, 2022|
|Title of Securities:||3.900% Senior Notes due 2032|
|Aggregate Principal Amount Offered:||$1,250,000,000|
|Maturity Date:||July 18, 2032|
|Interest Payment Dates:||Semi-annually on each January 18 and July 18, commencing January 18, 2023|
|Benchmark Treasury:||2.875% due May 15, 2032|
|Benchmark Treasury Yield:||2.969%|
|Spread to Treasury:||+95 basis points|
|Price to Public:||99.844%|
|Optional Redemption:||Prior to April 18, 2032, make-whole call at Treasury Rate plus 15 basis points; par call at any time on or after April 18, 2032|
|Net Proceeds to PepsiCo (Before Expenses):||$1,242,425,000|
|Use of Proceeds:||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.|
|Day Count Fraction:||30/360|
|CUSIP / ISIN:||713448 FM5 / US713448FM56|
|Minimum Denomination:||$2,000 and integral multiples of $1,000|
Joint Book-Running Managers:
|Goldman Sachs & Co. LLC|
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
|Senior Co-Managers:||BNP Paribas Securities Corp.|
HSBC Securities (USA) Inc.
Barclays Capital Inc.
BBVA Securities Inc.
TD Securities (USA) LLC
|Co-Managers:||Loop Capital Markets LLC|
Mischler Financial Group, Inc.
PNC Capital Markets LLC
R. Seelaus & Co., LLC
RBC Capital Markets, LLC
Samuel A. Ramirez & Company, Inc.
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 Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, Mizuho Securities USA LLC toll-free at 1-866-271-7403 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
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