PepsiCo begins tender offer for up to $4 billion from 15 securities

Chicago, Oct. 6 – PepsiCo, Inc. has started a capped tender offer for up to $4 billion from 15 of its debt securities, according to a press release.

Listed in acceptance priority order, the company is offering to buy from the following series with the first two series listed at the same acceptance priority level:

• $105.7 million outstanding 5.5% senior notes due 2035 (Cusip: 713448EH7) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 80 basis points for a hypothetical total consideration of $1,370.84;

• $1.1 million outstanding 5.5% senior notes due 2035, series A (Cusips: 713448ED6; U71344BF8) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 plus 80 bps for a hypothetical total consideration of $1,370.84;

• $592.3 million outstanding 5.5% senior notes due 2040 (Cusip: 713448BP2) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 55 bps for a hypothetical total consideration of $1,427.23;

• $340.3 million outstanding 4.875% senior notes due 2040 (Cusip: 713448BS6) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 55 bps for a hypothetical total consideration of $1,348.08;

• $500 million 4.6% senior notes due 2045 (Cusip: 713448CZ9) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 67 bps for a hypothetical total consideration of $1,321.91;

• $1.5 billion outstanding 4.45% senior notes due 2046 (Cusip: 713448DD7) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 68 bps for a hypothetical total consideration of $1,300.89;

• $500 million outstanding 4.25% senior notes due 2044 (Cusip: 713448CQ9) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 73 bps for a hypothetical total consideration of $1,253.63;

• $750 million outstanding 4% senior notes due 2042 (Cusip: 713448BZ0) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 62 bps for a hypothetical total consideration of $1,216.13;

• $750 million outstanding 4% senior notes due 2047 (Cusip: 713448DV7) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 68 bps for a hypothetical total consideration of $1,228.94;

• $750 million outstanding 3.875% senior notes due 2060 (Cusip: 713448EV6) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 76 bps for a hypothetical total consideration of $1,247.08;

• $600 million outstanding 3.6% senior notes due 2042 (Cusip: 713448CC0) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 65 bps for a hypothetical total consideration of $1,150.61;

• $1.5 billion outstanding 3.625% senior notes due 2050 (Cusip: 713448EU8) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 65 bps for a hypothetical total consideration of $1,180.24;

• $750 million outstanding 3.5% senior notes due 2040 (Cusip: 713448ET1) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 plus 53 bps for a hypothetical total consideration of $1,138.46;

• $1.5 billion outstanding 3.45% senior notes due 2046 (Cusip: 713448DP0) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 65 bps for a hypothetical total consideration of $1,133.38; and

• $1 billion outstanding 3.375% senior notes due 2049 (Cusip: 713448EM6) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus 65 bps for a hypothetical total consideration of $1,129.42.

The hypothetical considerations are based on $1,000-par notes and they include an early $30 premium for noteholders who tender by the early deadline.

Interest will also be paid to the applicable settlement date.

Pricing will be determined at 9 a.m. ET on Oct. 21.

Tenders may be withdrawn until 5 p.m. ET on Oct. 20, also the early deadline.

The offers expire at 11:59 p.m. ET on Nov. 3.

The early settlement date is schedule for Oct. 25 with the final settlement date planned as Nov. 5.

Tenders may be subject to proration.

The offers are subject to a financing condition.

BofA Securities (888 292-0070), Citigroup Global Markets Inc. (800 558-3745), Deutsche Bank Securities Inc. (866 627-0391) and J.P. Morgan Securities LLC (866 834-4666) are acting as the dealer managers.

Global Bondholder Services Corp. is the tender agent (866 924-2200, 212 430-3774, contact@gbsc-usa.com, https://gbsc-usa.com/registration/pepsi).

PepsiCo is a global food and beverage company based in Purchase, N.Y.

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