On March 17, 2017, Starbucks Corporation (
Starbucks
or the
Company
) completed a public offering pursuant to an underwriting agreement (the
Underwriting Agreement
) with Morgan Stanley & Co. International plc and MUFG Securities EMEA plc (the
Underwriters
), under which Starbucks agreed to issue and sell to the Underwriters ¥85,000,000,000 aggregate principal amount of its 0.372% Senior Notes due 2024 (the
Notes
).
The Notes are being issued under the Indenture, dated as of September 15, 2016 (the
Base Indenture
), by and between the Company and
U.S. Bank National Association, as trustee (the
Trustee
), as supplemented by the First Supplemental Indenture, dated as of March 17, 2017 (the
Supplemental Indenture
and, together with the Base Indenture,
the
Indenture
), by and between the Company and the Trustee, as trustee, transfer agent and registrar, and Elavon Financial Services, DAC, UK Branch, as paying agent.
Interest on the Notes will accrue from March 17, 2017. Starbucks will pay interest on the Notes on each March 15 and September 15, beginning on
September 15, 2017. The Notes will mature on March 15, 2024. At any time on and after December 15, 2023 (three months prior to the maturity date of the Notes), Starbucks may redeem the Notes at a redemption price equal to 100% of the
principal amount of such series, plus accrued and unpaid interest.
In addition, upon the occurrence of a change of control triggering event of the Notes
(which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Moodys and S&P), Starbucks will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal
amount 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 and the Supplemental Indenture. The Base Indenture was filed as
Exhibit 4.1 to the Companys Registration Statement on Form S-3 (SEC Registration No. 333-213645) (the
Registration Statement
) and is incorporated herein by reference. The Supplemental Indenture is attached hereto as
Exhibit 4.2 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.