Exhibit 1.1
PEPSICO, INC.
3.450% Senior Notes due 2037
4.050% Senior Notes due 2055
TERMS AGREEMENT
July 21, 2025
To: | PepsiCo, Inc. 700 Anderson Hill Road Purchase, New York 10577 |
Ladies and Gentlemen:
We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell €500,000,000 of its 3.450% Senior Notes due 2037 (the “2037 Notes”) and €500,000,000 of its 4.050% Senior Notes due 2055 (the “2055 Notes,” and together with the 2037 Notes, the “Underwritten Securities”), subject to the terms and conditions stated herein and in the PepsiCo, Inc. Underwriting Agreement Standard Provisions dated as of November 18, 2019 incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-277003) filed with the Securities and Exchange Commission on February 12, 2024 (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions (including defined terms) is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.046% of the principal amount thereof for the 2037 Notes and 98.974% of the principal amount thereof for the 2055 Notes.
Principal Amount of | ||||||||
Underwriters | 2037 Notes | 2055 Notes | ||||||
Deutsche Bank AG, London Branch | € | 130,000,000 | € | 130,000,000 | ||||
HSBC Bank plc | 130,000,000 | 130,000,000 | ||||||
Mizuho International plc | 130,000,000 | 130,000,000 | ||||||
Banco Bilbao Vizcaya Argentaria, S.A. | 31,667,000 | 31,667,000 | ||||||
Barclays Bank PLC | 31,667,000 | 31,667,000 | ||||||
Société Générale | 31,666,000 | 31,666,000 | ||||||
Standard Chartered Bank | 7,500,000 | 7,500,000 | ||||||
The Standard Bank of South Africa Limited | 7,500,000 | 7,500,000 | ||||||
Total | € | 500,000,000 | € | 500,000,000 |
The Underwriters agree to reimburse the Company for €550,000 of its expenses incurred in connection with the offering of the Underwritten Securities; such reimbursement to occur simultaneously with the purchase and sale of the Underwritten Securities at the Closing Time.
Section 9(a)(vii) of the Standard Provisions shall apply to the Underwritten Securities.
Section 9(c) of the Standard Provisions shall apply to this Agreement, as amended and restated as follows:
(c) If the applicable Terms Agreement specifically provides that this Section 9(c) shall apply to such Terms Agreement, then the Company hereby authorizes the Stabilizing Manager named in such Terms Agreement in its role as stabilizing manager (the “Stabilizing Manager”) to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization. The Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager), may over-allot Underwritten Securities or effect transactions with a view to supporting the prices of the Underwritten Securities at levels higher than those which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the Underwritten Securities is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the date on which the Company received the proceeds of the issue and 60 calendar days after the date of the allotment of the Underwritten Securities. Such stabilization shall be conducted in accordance with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-allotment or stabilization shall be for the account of the Stabilizing Manager. Nothing contained in this paragraph (c) shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Underwritten Securities specifically set forth in the applicable Terms Agreement.
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Section 9(d) and (e) of the Standard Provisions shall apply to this Agreement. The Stabilizing Manager is Mizuho International plc. The sole Manufacturer is Deutsche Bank AG, London Branch.
Section 9(f) of the Standard Provisions shall apply to this Agreement.
Subsection (g) is added to Section 9 of the Standard Provisions:
(g) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(i) each of Deutsche Bank AG, London Branch, HSBC Bank plc and Mizuho International plc (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities and the related information set out in the Prospectus and announcements in connection with the Underwritten Securities; and
(ii) the other Underwriters note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Underwritten Securities by the UK Manufacturers and the related information set out in the Prospectus and announcements in connection with the Underwritten Securities.
Subsection (h) is added to Section 9 of the Standard Provisions:
(h) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the relevant Underwriter and the Company, the Company acknowledges and accepts that a UK Bail-In Liability arising under this Agreement may be subject to the exercise of UK Bail-In Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:
(i) the effect of the exercise of UK Bail-In Powers by the relevant UK resolution authority in relation to any UK Bail-In Liability of any relevant Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(A) the reduction of all, or a portion, of the UK Bail-In Liability or outstanding amounts due thereon;
(B) the conversion of all, or a portion, of the UK Bail-In Liability into shares, other securities or other obligations of any relevant Underwriter or another person (and the issue to or conferral on the Company of such shares, securities or obligations);
(C) the cancellation of the UK Bail-In Liability; and
(D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and
(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.
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For the purposes of this Section 9(h) of the Standard Provisions:
“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“UK Bail-In Liability” means a liability in respect of which the UK Bail-In Powers may be exercised.
“UK Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
For purposes of Section 21 of the Standard Provisions, the identified provisions are: (i) the fifth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (ii) the fourth sentence of the seventh paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iii) the eighth paragraph of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; (iv) the eleventh and twelfth paragraphs of text under the caption “Underwriting” in such preliminary prospectus, Time of Sale Prospectus and the Prospectus; and (v) the first and second full paragraphs of text on page S-2 in such preliminary prospectus, Time of Sale Prospectus and the Prospectus.
The signature of any signatory to this Agreement may be manual or facsimile (including, for the avoidance of doubt, electronic).
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The Underwritten Securities and the offering thereof shall have the following additional terms:
Issuer: | PepsiCo, Inc. | |
Trade Date: | July 21, 2025 | |
Time of Sale: | 12:30 p.m. New York time on the Trade Date | |
Settlement Date (T+5): | July 28, 2025 | |
Closing Time: | 6:00 a.m. New York time on the Settlement Date | |
Closing Location: | New York, New York | |
Time of Sale Prospectus: | Base prospectus dated February 12, 2024, preliminary prospectus supplement dated July 21, 2025 and free writing prospectus dated July 21, 2025 | |
Title of Securities: | 3.450% Senior Notes due 2037 | 4.050% Senior Notes due 2055 |
Aggregate Principal Amount Offered: | €500,000,000 | €500,000,000 |
Maturity Date: | July 28, 2037 | July 28, 2055 |
Interest Payment Dates: | Annually on each July 28, commencing July 28, 2026 | Annually on each July 28, commencing July 28, 2026 |
Benchmark Bund: | DBR 4.000% due January 4, 2037 | DBR 2.500% due August 15, 2054 |
Benchmark Bund Yield: | 2.721% | 3.125% |
Spread to Benchmark Bund: | +77.6 basis points | +94.4 basis points |
Mid-Swap Yield: | 2.697% | 2.789% |
Spread to Mid-Swap: | +80 basis points | +128 basis points |
Reoffer Yield: | 3.497% | 4.069% |
Coupon: | 3.450% | 4.050% |
Price to Public: | 99.546% | 99.674% |
Redemption for Tax Reasons: | The issuer may redeem all, but not less than all, of the Underwritten Securities in the event of certain changes in the tax laws of the United States (or any taxing authority in the United States). This redemption would be at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest on the Underwritten Securities to, but not including, the date fixed for redemption. | |
Optional Redemption: | Prior to April 28, 2037, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after April 28, 2037 | Prior to January 28, 2055, make-whole call at comparable government bond rate plus 15 basis points; par call at any time on or after January 28, 2055 |
Net Proceeds to PepsiCo (Before Expenses): | €495,230,000 | €494,870,000 |
Use of Proceeds: | The issuer intends to use the net proceeds from this offering for general corporate purposes, including the repayment of commercial paper. | |
Day Count Fraction: | ACTUAL / ACTUAL (ICMA) | |
CUSIP / ISIN / Common Code: | 713448GE2 / XS3121137916 / 312113791 | 713448GG7 / XS3121138211 / 312113821 |
Currency of Payment: | All payments of interest and principal, including payments made upon any redemption of the Underwritten Securities, will be payable in euro. If, on or after the issuance of the Underwritten Securities, the euro is unavailable to the issuer due to the imposition of exchange controls or other circumstances beyond the issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Underwritten Securities will be made in U.S. dollars until the euro is again available to the issuer and so used. |
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Additional Amounts: | The issuer will, subject to certain exceptions and limitations, pay as additional interest on the Underwritten Securities such additional amounts as are necessary in order that the net payment by the issuer of the principal of and interest on the Underwritten Securities to a holder who is not a United States person, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the Underwritten Securities then due and payable. |
Listing: | The issuer intends to apply to list the Underwritten Securities on the Nasdaq Bond Exchange and expects trading in the Underwritten Securities to begin within 30 days after the date of their issuance. |
Minimum Denomination: | €100,000 and integral multiples of €1,000 |
Joint Book-Running Managers: |
Deutsche Bank AG, London Branch HSBC Bank plc Mizuho International plc |
Senior Co-Managers: |
Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank PLC Société Générale
|
Co-Managers: | The Standard Bank of South Africa Limited Standard Chartered Bank |
Address for Notices to the Representatives: |
Deutsche Bank AG, London Branch
HSBC Bank plc
Mizuho International plc |
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IN WITNESS WHEREOF, the parties hereto have executed this Terms Agreement as of the date first above written.
PEPSICO, INC. | |||
By: | /s/ James T. Caulfield | ||
Name: | James T. Caulfield | ||
Title: | Executive Vice President and Chief Financial Officer | ||
By: | /s/ Ada Cheng | ||
Name: | Ada Cheng | ||
Title: | Senior Vice President, Finance and Treasurer |
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CONFIRMED AND ACCEPTED, as of the date first above written: | ||||
By: | DEUTSCHE BANK AG, LONDON BRANCH | |||
By: | /s/ John Han | |||
Name: | John Han | |||
Title: | Managing Director | |||
By: | /s/ Kevin Prior | |||
Name: | Kevin Prior | |||
Title: | Managing Director | |||
By: | HSBC BANK PLC | |||
By: | /s/ Ana Kraemer | |||
Name: | Ana Kraemer | |||
Title: | Senior Legal Counsel | |||
By: | MIZUHO INTERNATIONAL PLC in its capacity as Underwriter and Stabilizing Manager |
|||
By: | /s/ Manabu Shibuya | |||
Name: | Manabu Shibuya | |||
Title: | Authorised Signatory |
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By: | BANCO BILBAO VIZCAYA ARGENTARIA, S.A. | |||
By: | /s/ Abrien Ferrandon | |||
Name: | Abrien Ferrando | |||
Title: | DCM Corporate Origination | |||
By: | /s/ Gonzalo Cid-Luna | |||
Name: | Gonzalo Cid-Luna | |||
Title: | DCM Corporate Origination | |||
By: | BARCLAYS BANK PLC | |||
By: | /s/ Lynda Fleming | |||
Name: | Lynda Fleming | |||
Title: | Authorised Signatory | |||
By: | SOCIÉTÉ GÉNÉRALE | |||
By: | /s/ Michael Shapiro | |||
Name: | Michael Shapiro | |||
Title: | Head of Debt Capital Markets | |||
By: | THE STANDARD BANK OF SOUTH AFRICA LIMITED | |||
By: | /s/ Javier Penino Vina | |||
Name: | Javier Penino Vinas | |||
Title: | Executive | |||
By: | STANDARD CHARTERED BANK | |||
By: | /s/ Patrick Dupont-Liot | |||
Name: | Patrick Dupont-Liot | |||
Title: | Managing Director, Debt Capital Markets |
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Schedule I
Time of Sale Prospectus:
1. | Preliminary Prospectus dated July 21, 2025 (including the Base Prospectus dated February 12, 2024) |
2. | Any free writing prospectuses approved by the Representatives and filed by the Company under Rule 433(d) under the Securities Act |
3. | Final Term Sheet dated July 21, 2025 to be filed by the Company pursuant to Rule 433 under the Securities Act setting forth certain terms of the Underwritten Securities |
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