PURCHASE, N.Y., Nov. 2, 2010 /PRNewswire-FirstCall/ -- PepsiCo, Inc. (NYSE: PEP) today announced that, as of 5:00 p.m., New York City time, on November 1, 2010 (the "Early Tender Date"), it had received tenders for an aggregate principal amount of approximately $637 million of its outstanding 7.90% Senior Notes due 2018 (referred to below as the "notes") in the cash tender offer PepsiCo announced on October 19, 2010.  The tender offer, in which PepsiCo is offering to purchase up to $500 million aggregate principal amount of the notes, is being made pursuant to the Offer to Purchase dated October 19, 2010 (the "Offer to Purchase").  The tender offer will expire at 11:59 p.m., New York City time, on November 16, 2010, unless extended (the "Expiration Date").

PepsiCo also announced that the "Total Consideration" payable for each $1,000 principal amount of notes validly tendered at or prior to the Early Tender Date and accepted is $1,343.24, which includes the Early Tender Payment of $30 per $1,000 principal amount of notes.  In addition to the Total Consideration, holders of notes tendered at or prior to the Early Tender Date and accepted for payment will receive accrued and unpaid interest from the last interest payment date for the notes to, but not including, the settlement date for such notes (the "Early Settlement Date"), which is expected to be November 2, 2010.

According to Global Bondholder Services Corporation, the depositary and information agent for the tender offer, as of the Early Tender Date, PepsiCo received valid tenders from holders of notes as set forth in the table below.

Previously tendered notes cannot be withdrawn after the "Withdrawal Date," which also expired at 5:00 p.m., New York City time, on November 1, 2010.

Because the offer was oversubscribed as of the Early Tender Date, approximately 79% of notes validly tendered as of the Early Tender Date will be accepted for payment in accordance with the proration procedures described in the Offer to Purchase, and no additional notes will be accepted.

PepsiCo has retained J.P. Morgan Securities LLC and RBS Securities Inc. to serve as dealer managers for the tender offer and has retained Global Bondholder Services Corporation to serve as the depositary and information agent for the tender offer.  Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 387-1500 or (212) 430-3774 or in writing at 65 Broadway – Suite 404, New York, NY 10006.  Questions regarding the tender offer may be directed to either J.P. Morgan Securities LLC at (866) 834-4666 or collect at 866 834-4811 or RBS Securities Inc. at (877) 297-9832 or collect at (203) 897-6145.

The tender offer is subject to the satisfaction of certain conditions.  If any of the conditions is not satisfied, PepsiCo is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate the tender offer.  The tender offer is not conditioned on the tender of a minimum principal amount of notes.  PepsiCo is not soliciting consents from holders of notes in connection with the tender offer.  This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities.  The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal.  None of PepsiCo, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer.  Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

About PepsiCo

PepsiCo offers the world's largest portfolio of billion-dollar food and beverage brands, including 19 different product lines that each generates more than $1 billion in annual retail sales.  Our main businesses – Frito-Lay, Quaker, Pepsi-Cola, Tropicana and Gatorade – also make hundreds of other nourishing, tasty foods and drinks that bring joy to our consumers in more than 200 countries.  With annualized revenues of nearly $60 billion, PepsiCo's people are united by our unique commitment to sustainable growth, called Performance with Purpose.  By dedicating ourselves to offering a broad array of choices for healthy, convenient and fun nourishment, reducing our environmental impact, and fostering a diverse and inclusive workplace culture, PepsiCo balances strong financial returns with giving back to our communities worldwide.  For more information, please visit www.pepsico.com.

Caution Concerning Forward-Looking Statements

Statements in this release that are "forward-looking statements" are based on currently available information, operating plans and projections about future events and trends.  They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements.  Such risks and uncertainties include, but are not limited to: changes in demand for PepsiCo's products, as a result of changes in consumer preferences and tastes or otherwise; damage to PepsiCo's reputation; trade consolidation, the loss of any key customer, or failure to maintain good relationships with PepsiCo's bottling partners; PepsiCo's ability to hire or retain key employees or a highly skilled and diverse workforce; unstable political conditions, civil unrest or other developments and risks in the countries where PepsiCo operates; changes in the legal and regulatory environment; PepsiCo's ability to build and sustain proper information technology infrastructure, successfully implement its ongoing business process transformation initiative or outsource certain functions effectively; unfavorable economic conditions and increased volatility in foreign exchange rates; PepsiCo's ability to compete effectively; increased costs, disruption of supply or shortages of raw materials and other supplies; disruption of PepsiCo's supply chain; climate change or changes in legal, regulatory or market measures to address climate change; PepsiCo's ability to realize the anticipated cost savings and other benefits expected from the acquisitions of The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.; failure to renew collective bargaining agreements or strikes or work stoppages; and any downgrade of PepsiCo's credit rating resulting in an increase of its future borrowing costs.

For additional information on these and other factors that could cause PepsiCo's actual results to materially differ from those set forth herein, please see PepsiCo's filings with the SEC, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K.  Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made.  PepsiCo undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE PepsiCo, Inc.