PEPSIAMERICAS, INC.
DEBT SECURITIES
TERMS AGREEMENT
May 11, 2005
PepsiAmericas, Inc.
0000
Xxxx Xxxxxxxx Xxxxx
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention:
Xxxxxxxxx X. Xxxx
Ladies and Gentlemen:
On
behalf of the several Underwriters named in the table below (“Underwriters”) and
for their respective accounts, we offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement dated May 11, 2005 between PepsiAmericas, Inc.
(“Company”) and the Underwriters (“Underwriting Agreement”),
$250,000,000 aggregate principal amount of its 5.00% Notes due 2017 (the “2017
Notes”) and $250,000,000 aggregate principal amount of its 5.50% Notes due 2035 (the
“2035 Notes”, and together with the “2017 Notes”, the
“Securities”) in the respective amounts set forth below opposite their
respective names at the respective purchase prices set forth below.
|
Underwriter |
|
Principal Amount of
2017 Notes |
|
|
Principal Amount of
2035 Notes |
|
| |
|
|
|
|
| ASSETS: |
|
|
|
|
|
|
| Citigroup Global Markets Inc. |
$ |
75,000,000 |
|
$ |
75,000,000 |
|
| X.X. Xxxxxx Securities Inc. |
|
75,000,000 |
|
|
75,000,000 |
|
| Banc of America Securities LLC |
|
47,500,000 |
|
|
47,500,000 |
|
| Wachovia Capital Markets, LLC |
|
25,000,000 |
|
|
25,000,000 |
|
| BNP Paribas Securities Corp. |
|
10,000,000 |
|
|
10,000,000 |
|
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
|
10,000,000 |
|
|
10,000,000 |
|
| Xxxxx Fargo Securities, LLC |
|
5,000,000 |
|
|
5,000,000 |
|
| Loop Capital Markets, LLC |
|
2,500,000 |
|
|
2,500,000 |
|
| |
|
|
|
|
| Total: |
$ |
250,000,000 |
|
$ |
250,000,000 |
|
| |
|
|
|
|
| |
The 2017 Notes shall have the
following terms: |
| |
Title:
5.00% Notes due 2017. |
| |
Interest
Rate: 5.00% per year. |
| |
Stated Maturity: May 15, 2017,
unless redeemed earlier at the Company's option. |
| |
Principal
Amount: $250,000,000. |
| |
Denominations: $1,000 and integral
multiples in excess thereof |
| |
Interest
Payment Dates: Payable semiannually in arrears on each May 15 and November 15, beginning
November 15, 2005, to holders of record on the immediately preceding May 1 or November 1,
as the case may be. |
| |
Issue
Date: May 18, 2005. |
| |
Interest
Accrual: From and including the Issue Date to but excluding May 15, 2017 or earlier
redemption, computed on the basis of a 360-day year consisting of twelve 30-day months. |
| |
Original
Issue Discount: None. |
| |
Price to Public: 99.182% of principal amount, plus accrued interest, if any, from and
including the Issue Date. |
| |
Purchase Price (to be
paid in immediately available funds): 98.507% of the principal amount. |
| |
Optional
Redemption by Company: Redeemable, in whole or in part, at the Company’s option at
any time and from time to time upon not fewer than 30 nor more than 60 days’ prior
written notice to the holders thereof, at the Redemption Price, together with unpaid
interest accrued to the Redemption Date. |
| |
The
“Redemption Price” equals the greater of: |
| |
(1) |
100% of the principal amount of
the 2017 Notes being redeemed; and |
| |
(2) |
as determined by an Independent Investment Banker, the sum of the present values
of the remaining scheduled payments of principal and interest on the 2017 Notes
being redeemed from the Redemption Date (exclusive of interest payable on such
Redemption Date) through the Stated Maturity, discounted to the Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.15%. |
| |
“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the 2017 Notes
to be redeemed that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the 2017 Notes to be redeemed. |
| |
“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the arithmetic
average of at least three Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii)
if fewer than five Reference Treasury Dealer Quotations are obtained, the arithmetic mean
of all such obtained Reference Treasury Dealer Quotations. |
| |
“Independent
Investment Banker” means one of the Redemption Treasury Dealers appointed by the
Trustee after consultation with the Company. |
| |
“Redemption
Date” means the date or dates specified by the Company for the redemption of the 2017
Notes pursuant to the Company’s optional redemption right. |
| |
“Redemption
Treasury Dealer” means each of Citigroup Global Markets Inc. and X.X. Xxxxxx
Securities Inc., and their respective successors. If any of the Redemption Treasury
Dealers ceases to be a primary U.S. government securities dealer in New York City (a
“Primary Treasury Dealer”), we may substitute another Primary Treasury Dealer. |
| |
“Reference
Treasury Dealer Quotations” means, with respect to each Redemption Treasury Dealer
and any Redemption Date, the arithmetic average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Redemption Treasury
Dealer at 5:00 p.m. (New York City time) on the third Business Day before such Redemption
Date. |
| |
“Treasury
Rate” means, with respect to any Redemption Date, (i) the yield, under the heading
which represents the average for the week immediately prior to the third Business Day
before such Redemption Date, appearing in the most recently published statistical release
designated H.15(519) or any successor publication which is published weekly by the Federal
Reserve and which established yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the remaining term of the 2017 Notes to be redeemed (if
no maturity is within three months before or after such remaining term, yields for the two
published maturities most closely corresponding to such remaining term shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the third Business Day
before such Redemption Date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue for the 2017
Notes to be redeemed, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. |
| |
Optional
Redemption by Holder: None.
|
| |
Trade
Date: May 11, 2005.
|
| |
Closing (Issue Date): 9:30 a.m., Minneapolis, Minnesota time, May 18, 2005 in federal (same
day) funds payable to the Company's account.
|
| |
Delayed
Delivery Contracts: None.
|
| |
Representatives: Citigroup Global
Markets Inc. and X.X. Xxxxxx Securities Inc.
|
| |
Exact name in which the 2017
Notes are to be registered (registered owner): Cede & Co.
|
| |
Settlement and Trading:
Book-entry only via DTC.
|
The 2035 Notes shall have the
following terms:
| |
Title:
5.50% Notes due 2035.
|
| |
Interest
Rate: 5.50% per year.
|
| |
Stated Maturity:
May 15, 2035, unless redeemed earlier at the Company's option.
|
| |
Principal
Amount: $250,000,000.
|
| |
Denominations:
$1,000 and integral multiples in excess thereof.
|
| |
Interest
Payment Dates: Payable semiannually in arrears on each May 15 and November 15, beginning
November 15, 2005, to holders of record on the immediately preceding May 1 or November 1,
as the case may be. |
| |
Issue
Date: May 18, 2005.
|
| |
Interest
Accrual: From and including the Issue Date to but excluding May 15, 2035 or earlier
redemption, computed on the basis of a 360-day year consisting of twelve 30-day months. |
| |
Original
Issue Discount: None.
|
| |
Price to Public: 99.419% of
principal amount, plus accrued interest, if any, from and
including the Issue Date.
|
| |
Purchase Price (to be paid in
immediately available funds): 98.544% of the principal amount.
|
| |
Optional
Redemption by Company: Redeemable, in whole or in part, at the Company’s option at
any time and from time to time upon not fewer than 30 nor more than 60 days’ prior
written notice to the holders thereof, at the Redemption Price, together with unpaid
interest accrued to the Redemption Date. |
| The
“Redemption Price” equals the greater of:
|
|
(1) |
100% of the principal amount of the 2035 Notes being redeemed; and |
|
(2) |
as determined by an Independent Investment Banker, the sum of the present values
of the remaining scheduled payments of principal and interest on the 2035 Notes
being redeemed from the Redemption Date (exclusive of interest payable on such
Redemption Date) through the Stated Maturity, discounted to the Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.20%. |
| |
“Comparable
Treasury Issue” means the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of the 2035 Notes
to be redeemed that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the 2035 Notes to be redeemed. |
| |
“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the arithmetic
average of at least three Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii)
if fewer than five Reference Treasury Dealer Quotations are obtained, the arithmetic mean
of all such obtained Reference Treasury Dealer Quotations. |
| |
“Independent
Investment Banker” means one of the Redemption Treasury Dealers appointed by the
Trustee after consultation with the Company. |
| |
“Redemption
Date” means the date or dates specified by the Company for the redemption of the 2035
Notes pursuant to the Company’s optional redemption right. |
| |
“Redemption
Treasury Dealer” means each of Citigroup Global Markets Inc. and X.X. Xxxxxx
Securities Inc., and their respective successors. If any of the Redemption Treasury
Dealers ceases to be a primary U.S. government securities dealer in New York City (a
“Primary Treasury Dealer”), we may substitute another Primary Treasury Dealer. |
| |
“Reference
Treasury Dealer Quotations” means, with respect to each Redemption Treasury Dealer
and any Redemption Date, the arithmetic average, as determined by the Trustee, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Redemption Treasury
Dealer at 5:00 p.m. (New York City time) on the third Business Day before such Redemption
Date. |
| |
“Treasury
Rate” means, with respect to any Redemption Date, (i) the yield, under the heading
which represents the average for the week immediately prior to the third Business Day
before such Redemption Date, appearing in the most recently published statistical release
designated H.15(519) or any successor publication which is published weekly by the Federal
Reserve and which establishes yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the remaining term of the 2035 Notes to be redeemed (if
no maturity is within three months before or after such remaining term, yields for the two
published maturities most closely corresponding to such remaining term shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding to the nearest month) or (ii) if such release (or any
successor release) is not published during the week preceding the third Business Day
before such Redemption Date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the comparable Treasury Issue for the 2035
Notes to be redeemed, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date. |
| |
Optional
Redemption by Holder: None.
|
| |
Trade
Date: May 11, 2005.
|
| |
Closing (Issue Date): 9:30 a.m., Minneapolis, Minnesota time, May 18, 2005 in federal (same
day) funds payable to the Company's account.
|
| |
Delayed
Delivery Contracts: None.
|
| |
Representatives: Citigroup
Global Markets Inc. and X.X. Xxxxxx Securities Inc.
|
| |
Exact name in which
the 2035 Notes are to be registered (registered owner): Cede & Co.
|
| |
Settlement and Trading:
Book-entry only via DTC.
|
|
Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to them in the Underwriting
Agreement.
The provisions of the Underwriting
Agreement are incorporated herein by reference.
The form of 2017 Note and the form of
2035 Note will be made available for checking at the office of Sidley Xxxxxx Xxxxx &
Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at least 24 hours prior to the Issue
Date.
|
|
_________________
Please
signify your acceptance of the foregoing by return wire not later than 3:00 p.m. today.
|
| |
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
X.X. XXXXXX SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
BNP PARIBAS SECURITIES CORP
XXXXXXX LYNCH, PIERCE, XXXXXX
XXXXX INCORPORATED
XXXXX FARGO SECURITIES, LLC
LOOP CAPITAL MARKETS, LLC
By: X.X. XXXXXX SECURITIES INC.
By: /s/ XXXXXX XXXXXXXXX
Name:
Xxxxxx Xxxxxxxxx
Title: Vice President
|
Accepted and agreed to
as of the date
set forth above.
PEPSIAMERICAS, INC.
By: /s/ XXXXXXXXX X. XXXX
Name: Xxxxxxxxx X. Xxxx
Title:
Executive Vice President and Chief Financial Officer
