On May 16, 2016, Starbucks Corporation (
Starbucks
or the
Company
) completed a public offering pursuant to an underwriting agreement (the
Underwriting Agreement
) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and
Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, under which Starbucks agreed to issue and sell to the several underwriters $250,000,000 aggregate principal amount of its 2.100% Senior Notes due 2021 (the
2021 Notes
) and $500,000,000 aggregate principal amount of its 2.450% Senior Notes due 2026 (the
2026 Notes
and together with the 2026 Notes, the
Notes
).
The Notes are being issued under the Indenture, dated as of August 23, 2007 (the
Base Indenture
), by and between the Company and
Deutsche Bank Trust Company Americas, as trustee (the
Trustee
), as supplemented, in respect of the 2021 Notes, by the Fifth Supplemental Indenture, dated as of February 4, 2016 (the
Fifth Supplemental
Indenture
), and in respect of the 2026 Notes, by the Sixth Supplemental Indenture, dated as of May 16, 2016 (the
Sixth Supplemental Indenture
and, together with the Base Indenture and the Fifth Supplemental
Indenture, the
Indenture
), by and between the Company and the Trustee.
Starbucks will pay interest on the 2021 Notes on each
February 4 and August 4, beginning on August 4, 2016. The 2021 Notes will mature on February 4, 2021. At any time prior to January 4, 2021 (one month prior to the maturity date of the 2021 Notes), Starbucks may redeem the
2021 Notes at a redemption price equal to 100% of the principal amount of such series, plus a make whole premium as described in the Indenture and accrued and unpaid interest. At any time on and after January 4, 2021, Starbucks may
redeem the 2021 Notes at par, plus accrued and unpaid interest.
Starbucks will pay interest on the 2026 Notes on each June 15 and December 15,
beginning on December 15, 2016. The 2026 Notes will mature on June 15, 2026. At any time prior to March 15, 2026 (3 months prior to the maturity date of the 2026 Notes), Starbucks may redeem the 2026 Notes at a redemption price equal
to 100% of the principal amount of such series, plus a make whole premium as described in the Indenture and accrued and unpaid interest. At any time on and after March 15, 2026, Starbucks may redeem the 2026 Notes at par, plus
accrued and unpaid interest.
In addition, upon the occurrence of a change of control triggering event of either series of the Notes (which involves the
occurrence of both a change of control and a below investment grade rating of the applicable series of the Notes by Moodys and S&P), Starbucks will be required to make an offer to repurchase such series of the Notes at a price equal to
101% of the principal amount of such series of the Notes, plus accrued and unpaid interest.
The Notes will be the Companys senior unsecured
obligations and will rank equally in right of payment with all of the Companys other senior unsecured indebtedness, whether currently existing or incurred in the future. The Notes will be effectively subordinated to any existing or future
indebtedness or other liabilities, including trade payables, of any of the Companys subsidiaries. The Notes are subject to customary covenants and events of default, as set forth in the Indenture.
The foregoing disclosure is qualified in its entirety by reference to the Base Indenture, the Fifth Supplemental Indenture, with respect to the 2021 Notes,
and the Sixth Supplemental Indenture, with respect to the 2026 Notes. The Base Indenture was filed as Exhibit 4.1 to the Companys Registration Statement on Form S-3 (SEC Registration No. 333-190955) (the
Registration
Statement
) and is incorporated herein by reference. The Fifth Supplemental Indenture was filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed on February 4, 2016, and is incorporated herein by reference. The
Sixth Supplemental Indenture is attached hereto as Exhibit 4.4 and incorporated herein by reference.
In addition, in connection with the public offering of the Notes, Starbucks is filing the Underwriting Agreement
and certain other items listed below as exhibits to this Current Report on Form 8-K for the purpose of incorporating such items into the Registration Statement. Such items filed as exhibits to this Current Report on Form 8-K are hereby incorporated
into the Registration Statement by reference.