Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - PEPSICO INC | dp16638_ex0301.htm |
| EX-3.2 - EXHIBIT 3.2 - PEPSICO INC | dp16638_ex0302.htm |
| EX-4.1 - EXHIBIT 4.1 - PEPSICO INC | dp16638_ex0401.htm |
| EX-4.3 - EXHIBIT 4.3 - PEPSICO INC | dp16638_ex0403.htm |
| EX-4.2 - EXHIBIT 4.2 - PEPSICO INC | dp16638_ex0402.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of report (Date of earliest event reported): February 26,
2010
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PepsiCo,
Inc.
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(Exact
Name of Registrant as Specified in Charter)
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North
Carolina
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1-1183
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13-1584302
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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700
Anderson Hill Road
Purchase,
New York 10577
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (914)
253-2000
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N/A
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(Former
Name or Former Address, if Changed Since Last Report)
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______________________________
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
February 26, 2010, pursuant to the terms of: (i) the Agreement and
Plan of Merger dated as of August 3, 2009 among PepsiCo, Inc. (the “Company”), The Pepsi Bottling
Group, Inc. (“PBG”) and
Pepsi-Cola Metropolitan Bottling Company, Inc., a direct wholly-owned subsidiary
of the Company (“Metro”)
(the “PBG Merger
Agreement”); and (ii) the Agreement and Plan of Merger dated as of August
3, 2009 among the Company, PepsiAmericas, Inc. (“PAS”) and Metro (the “PAS Merger Agreement” and,
together with the PBG Merger Agreement, the “Merger Agreements”), PBG and
PAS merged with and into Metro, with Metro continuing as the surviving
corporation and a wholly-owned subsidiary of the Company.
PAS, as
borrower, Metro, as successor borrower, the Company, as guarantor, Citibank,
N.A., as agent and the lenders party thereto entered into Amendment No. 1, dated
as of December 31, 2009 (the “PAS Amendment”) to the Five
Year Credit Agreement dated as of June 6, 2006 among PAS, as borrower, the
lenders party thereto, Citibank, N.A., as agent and the other agents party
thereto (the “PAS Credit
Agreement” and as amended by the PAS Amendment, the “Amended PAS Credit
Agreement”). The PAS Amendment became effective upon closing
of the merger of PAS with and into Metro, with Metro continuing as the surviving
corporation. PBG, as borrower, Bottling Group, LLC, as guarantor,
Metro, as successor borrower, the Company, as parent guarantor, Citibank, N.A.
as agent and the lenders party thereto entered into Amendment No. 1, dated as of
December 31, 2009 (the “PBG
Amendment”) to the First Amended and Restated Credit Agreement dated as
of October 19, 2007 among PBG, as borrower, Bottling Group, LLC, as guarantor,
the lenders party thereto, Citibank, N.A., as agent and the other agents party
thereto (the “PBG Credit
Agreement” and as amended by the PBG Amendment, the “Amended PBG Credit
Agreement”). The PBG Amendment became effective upon closing
of the merger of PBG with and into Metro, with Metro continuing as the surviving
corporation.
Pursuant
to and in accordance with the terms of the PAS Amendment, upon the effectiveness
of the merger with PAS, Metro, as the entity surviving the merger of PAS with
and into Metro, succeeded to and was substituted for PAS under the PAS Credit
Agreement and may, subject to customary terms and conditions, borrow up to $540
million from time to time under the Amended PAS Credit
Agreement. Borrowings under the Amended PAS Credit Agreement, which
expires in June 2011, are guaranteed by the Company.
Pursuant
to and in accordance with the terms of the PBG Amendment, upon the effectiveness
of the merger with PBG, Metro, as the entity surviving the merger of PBG with
and into Metro, succeeded to and was substituted for PBG under the PBG Credit
Agreement and may, subject to customary terms and conditions, borrow up to
$1,080 million from time to time under the Amended PBG Credit
Agreement. Borrowings under the Amended PBG Credit Agreement, which
expires in October 2012, are guaranteed by the Company.
The
foregoing summaries of the PAS Amendment and the PBG Amendment, and the
transactions contemplated thereby, do not purport to be complete and are subject
to, and qualified in their entirety by, the full text of each of the PAS
Amendment and the PBG
2
Amendment,
which are attached as Exhibit 3.1 (PAS Amendment) and Exhibit 3.2 (PBG
Amendment) and incorporated herein by reference.
The
information contained in Item 2.03 of this report is incorporated by reference
in this Item 1.01.
Item
2.01. Completion of
Acquisition of Assets.
On
February 26, 2010, the Company announced that pursuant to the terms of the
Merger Agreements, PBG and PAS merged with and into Metro, with Metro continuing
as the surviving corporation and a wholly-owned subsidiary of the
Company.
Under the
terms of the Merger Agreements: (i) each outstanding share of common
stock of PBG not held by Metro, the Company or a subsidiary of the Company or
held by PBG as treasury stock (each, a “PBG Share”) was cancelled and
converted into the right to receive, at the holder’s election, either 0.6432
shares of common stock of the Company or $36.50 in cash, without interest,
subject to proration provisions which provide that an aggregate 50% of such
outstanding PBG Shares were converted into the right to receive common stock of
the Company and an aggregate 50% of such outstanding PBG Shares were converted
into the right to receive cash and each PBG Share and share of Class B common
stock of PBG held by Metro, the Company or a subsidiary of the Company was
cancelled or converted to the right to receive 0.6432 shares of common stock of
the Company; and (ii) each outstanding share of common stock of PAS not held by
Metro, the Company or a subsidiary of the Company or held by PAS as treasury
stock (each, a “PAS
Share”) was cancelled and converted into the right to receive, at the
holder’s election, either 0.5022 shares of common stock of the Company or $28.50
in cash, without interest, subject to proration provisions which provide that an
aggregate 50% of such outstanding PAS Shares were converted into the right to
receive common stock of the Company and an aggregate 50% of such outstanding PAS
Shares were converted into the right to receive cash and each PAS Share held by
Metro, the Company or a subsidiary of the Company was cancelled or converted to
the right to receive 0.5022 shares of common stock of the Company.
In
connection with the acquisitions of PBG and PAS, the Company will issue an
aggregate of approximately 49.2 million shares of common stock of the Company
and pay an aggregate of approximately $2.8 billion to former PBG stockholders
(other than the Company and its subsidiaries) in exchange for their PBG
Shares. The Company will issue an aggregate of approximately 17.8
million shares of common stock of the Company and pay an aggregate of
approximately $1.0 billion to former PAS stockholders (other than the Company
and its subsidiaries) in exchange for their PAS Shares. The Company
will issue an aggregate of approximately 5.7 million shares of common stock of
the Company to certain of its subsidiaries in exchange for their PBG Shares and
approximately 10.2 million shares of common stock of the Company to certain of
its subsidiaries in exchange for their PAS Shares in connection with the
acquisitions of PBG and PAS.
The
foregoing summary of the Merger Agreements, and the transactions contemplated
thereby, does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreements, which are attached as
Exhibit 2.1 (PBG Merger Agreement) and
3
Exhibit
2.2 (PAS Merger Agreement) to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 4, 2009 and incorporated
herein by reference.
Item
2.03. Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
February 26, 2010, in connection with the transactions contemplated by the PBG
Merger Agreement, Metro, PBG, Bottling Group, LLC (the “Guarantor”) and The Bank of
New York Mellon (as successor to The Chase Manhattan Bank) (the “PBG Trustee”) entered into a
First Supplemental Indenture (the “PBG Supplemental Indenture”)
to the Indenture dated March 8, 1999 (the “PBG Indenture”) between PBG,
the Guarantor and the PBG Trustee. Pursuant to the PBG Supplemental
Indenture, Metro assumed the due and punctual payment of the principal of (and
premium, if any) and interest on the 7.00% Senior Notes due March 1, 2029 (the
“7.00% Notes”) under the
PBG Indenture. As of December 31, 2009, the outstanding principal
amount of the 7.00% Notes was approximately $1 billion. The 7.00% Notes are
guaranteed by Bottling Group, LLC.
On
February 26, 2010, in connection with the transactions contemplated by the PAS
Merger Agreement, Metro, PAS and The Bank New York Mellon Trust Company, N.A.
(as ultimate successor in interest to The First National Bank of Chicago) (the
“PAS IL Trustee”)
entered into a Second Supplemental Indenture (the “PAS IL Supplemental
Indenture”) to the Indenture dated January 15, 1993 (the “PAS IL Indenture”) between PAS
and the PAS IL Trustee. Pursuant to the PAS IL Supplemental
Indenture, Metro assumed the due and punctual payment of the principal of (and
premium, if any) and interest on the 7.625% Notes due 2015 (the “7.625% Notes”), the 7.29%
Notes due 2026 (the “7.29%
Notes”), the 7.44% Notes due 2026 (the “7.44% Notes”) and the 4.50%
Notes due 2013 (the “4.50%
Notes”) under the PAS IL Indenture. As of December 31, 2009, the
outstanding principal amount of the 7.625% Notes was approximately $9 million,
the outstanding principal amount of the 7.29% Notes was approximately $100
million, the outstanding principal amount of the 7.44% Notes was approximately
$25 million and the outstanding principal amount of the 4.50% Notes was
approximately $150 million.
On
February 26, 2010, also in connection with the transactions contemplated by the
PAS Merger Agreement, Metro, PAS and Wells Fargo Bank, National Association (the
“PAS MN Trustee,”
formerly known as Wells Fargo Bank Minnesota, National Association) entered into
a First Supplemental Indenture (the “PAS MN Supplemental
Indenture”) to the Indenture dated August 15, 2003 (the “PAS MN Indenture”) between PAS
and the PAS MN Trustee. Pursuant to the PAS MN Supplemental
Indenture, Metro assumed the due and punctual payment of the principal of (and
premium, if any) and interest on the 5.625% Notes due 2011 (the “5.625% Notes”), the 5.75%
Notes due 2012 (the “5.75%
Notes”), the 4.375% Notes due 2014 (the “4.375% Notes”), the 4.875%
Notes due 2015 (the “4.875%
Notes”), the 5.00% Notes due 2017 (the “5.00% Notes”) and the 5.50%
Notes due 2035 (the “5.50%
Notes”) under the PAS MN Indenture. As of December 31, 2009,
the outstanding principal amount of the 5.625% Notes was approximately $250
million, the outstanding principal amount of the 5.75% Notes was approximately
$300 million, the outstanding principal amount of the 4.375% Notes was
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approximately
$350 million, the outstanding principal amount of the 4.875% Notes was
approximately $300 million, the outstanding principal amount of the 5.00% Notes
was approximately $250 million and the outstanding principal amount of the 5.50%
Notes was approximately $250 million.
The
foregoing summaries of the PBG Supplemental Indenture, the PAS IL Supplemental
Indenture and the PAS MN Supplemental Indenture, and the transactions
contemplated thereby, do not purport to be complete and are subject to, and
qualified in their entirety by, the full text of the PBG Supplemental Indenture,
the PAS IL Supplemental Indenture and the PAS MN Supplemental Indenture, which
are attached as Exhibit 4.1 (PBG Supplemental Indenture), Exhibit 4.2 (PAS IL
Supplemental Indenture) and Exhibit 4.3 (PAS MN Supplemental Indenture) and
incorporated herein by reference.
Item
8.01 Other
Events.
As a
result of the transactions contemplated by the PBG Merger Agreement, Bottling
Group, LLC, which was previously a subsidiary of PBG, became a wholly-owned
subsidiary of Metro. Bottling Group, LLC currently has issued and
outstanding approximately $1 billion of its 4.625% Senior Notes due 2012 (the
“4.625% Notes”), $250 million of its
4.125% Senior Notes due 2015, $400 million of its 5.00% Senior Notes due 2013,
$800 million of 5.50% Senior Notes due 2016, $1.3 billion of its 6.95% Senior
Notes due 2014 (the “6.95% Notes”) and
$750 million of its 5.125% Senior Notes due 2019. Bottling Group,
LLC’s 4.625% Notes and 6.95% Notes are guaranteed by the Company.
Item
9.01. Financial Statements and
Exhibits.
(a)
Financial Statements of Businesses Acquired
The following documents were previously
reported in, and are incorporated by reference from, the Annual Report on Form
10-K filed by PBG on February 22, 2010:
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the consolidated balance sheets of PBG as of December 26, 2009 and
December 27, 2008; and
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the consolidated statements of
operations, consolidated statements of cash
flows, consolidated statements
of changes
in equity and consolidated statements of
comprehensive income (loss) of PBG for the years ended December 26, 2009, December 27, 2008 and December 29, 2007.
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The following documents were previously
reported in, and are incorporated by reference from, the Annual Report on Form
10-K filed by PAS on February 22, 2010:
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the consolidated balance sheets of
PAS as of January 2, 2010 and January
3, 2009; and
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·
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the consolidated statements of
income, consolidated statements of cash flows and consolidated statements of
equity of PAS for the years ended January 2,
2010, January 3, 2009 and December 29, 2007.
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(b)
Pro Forma Financial Information
The pro forma financial information
required under this Item will be filed as an amendment to this Form 8-K as soon
as practicable, but not later than 71 calendar days after the date this
Current Report on Form 8-K
must be filed.
(d)
Exhibits
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2.1
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Agreement and Plan of Merger dated
as of August 3,
2009 among PepsiCo,
Inc., The Pepsi Bottling Group, Inc. and Pepsi-Cola Metropolitan Bottling
Company, Inc. (incorporated by reference to
Exhibit 2.1 of
PepsiCo, Inc.’s Current Report on Form 8-K,
filed on August 4,
2009).
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2.2
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Agreement and Plan of Merger dated
as of August
3, 2009 among PepsiCo, Inc.,
PepsiAmericas, Inc. and Pepsi-Cola Metropolitan Bottling Company, Inc.
(incorporated by
reference to Exhibit
2.2 of PepsiCo, Inc.’s Current Report on Form 8-K,
filed on August 4,
2009).
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3.1
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Amendment No. 1 dated as of
December 31,
2009, among
PepsiAmericas, Inc., Pepsi-Cola Metropolitan Bottling
Company, Inc., PepsiCo, Inc., Citibank,
N.A. and the lenders party thereto to the Five Year Credit Agreement dated
as of June 6, 2006 among PepsiAmericas, Inc., the
lenders party thereto, Citibank, N.A., as Agent, and the other agents
party thereto.
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3.2
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Amendment
No. 1 dated as of December 31, 2009, among The Pepsi Bottling Group, Inc.,
Bottling Group, LLC, Pepsi-Cola Metropolitan Bottling
Company, Inc., PepsiCo, Inc., Citibank,
N.A. and the lenders party thereto to the First Amended and Restated
Credit Agreement dated as of October 19, 2007 among The Pepsi Bottling
Group, Inc., Bottling Group, LLC, the lenders party thereto, Citibank,
N.A., as Agent, and the other agents party
thereto.
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4.1
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First
Supplemental Indenture dated as of February 26, 2010 among Pepsi-Cola
Metropolitan Bottling Group, Inc., The Pepsi Bottling Group, Inc.,
Bottling Group, LLC and The Bank of New York
Mellon.
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4.2
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Second
Supplemental Indenture dated as of February 26, 2010 among Pepsi-Cola
Metropolitan Bottling Group, Inc., PepsiAmericas, Inc. and The Bank New
York Mellon Trust Company, N.A.
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4.3
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First
Supplemental Indenture dated as of February 26, 2010 among Pepsi-Cola
Metropolitan Bottling Group, Inc., PepsiAmericas, Inc. and Wells Fargo
Bank, National Association.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PEPSICO,
INC.
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Date:
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March
1, 2010
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By:
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/s/
Thomas H. Tamoney, Jr.
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Name:
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Thomas
H. Tamoney, Jr.
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Title:
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Senior
Vice President, Deputy General Counsel and Assistant
Secretary
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7
INDEX
TO EXHIBITS
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger dated as of August 3, 2009 among PepsiCo, Inc., The Pepsi Bottling
Group, Inc. and
Pepsi-Cola
Metropolitan Bottling
Company, Inc.,
(incorporated by reference to exhibit 2.1 to Pepsico's Current Report on
form 8-K, filed on August 4, 2009).
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2.2
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Agreement and Plan of
Merger dated as of
August 3,
2009 among
PepsiCo, Inc., PepsiAmericas, Inc. and Pepsi-Cola Metropolitan Bottling
Company, Inc.,
(incorporated by reference to exhibit 2.1 to PepsiCo's Current Report on
form 8-K, filed on August 4, 2009).
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3.1
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Amendment No. 1 dated as of
December 31,
2009, among
PepsiAmericas, Inc., Pepsi-Cola Metropolitan Bottling
Company, Inc.,
PepsiCo, Inc., Citibank, N.A. and
the lenders party thereto to the Five Year Credit Agreement dated as of
June 6, 2006 among PepsiAmericas, Inc., the
lenders party thereto, Citibank, N.A., as Agent, and the other agents
party thereto.
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3.2
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Amendment
No. 1 dated as of December 31, 2009, among The Pepsi Bottling Group, Inc.,
Bottling Group, LLC, Pepsi-Cola Metropolitan Bottling
Company, Inc.,
PepsiCo, Inc., Citibank, N.A. and
the lenders party thereto to the First Amended and Restated Credit
Agreement dated as of October 19, 2007 among The Pepsi Bottling Group,
Inc., Bottling Group, LLC, the lenders party thereto, Citibank, N.A., as
Agent, and the other agents party thereto.
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4.1
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First
Supplemental Indenture dated as of February 26, 2010 among Pepsi-Cola
Metropolitan Bottling Group, Inc., The Pepsi Bottling Group, Inc.,
Bottling Group, LLC and The Bank of New York Mellon.
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4.2
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Second
Supplemental Indenture dated as of February 26, 2010 among Pepsi-Cola
Metropolitan Bottling Group, Inc., PepsiAmericas, Inc. and The Bank New York
Mellon Trust Company, N.A.
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4.3
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First
Supplemental Indenture dated as of February 26, 2010 among Pepsi-Cola
Metropolitan Bottling Group, Inc., PepsiAmericas, Inc. and Wells Fargo
Bank, National Association.
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8