DESCRIPTION OF NOTES
The following description of certain material terms of the notes offered hereby does not purport to be complete. This description adds
information to the description of the general terms and provisions of the debt securities in the accompanying prospectus. To the extent this summary differs from the summary in the accompanying prospectus, you should rely on the description of notes
in this prospectus supplement.
The notes will be issued under and governed by an indenture dated as of September 15, 2016
(the 2016 base indenture) between us and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the trustee), as supplemented by a
supplemental indenture to be entered into between us and the trustee on the date of issue of the notes, with respect to the notes (the fifth supplemental indenture and, together with the 2016 base indenture, the indenture).
The following description is subject to, and is qualified in its entirety by reference to, the indenture. Unless otherwise defined herein, capitalized terms used in the following description are defined in the indenture. As used in the following
description, the terms Starbucks, we, us, our and Company refer to Starbucks Corporation, a Washington corporation, and not any of its subsidiaries, unless the context requires otherwise.
We urge you to read the indenture (including definitions of terms used therein) because it, and not this description, defines your
rights as a beneficial holder of the notes. You may request copies of the indenture from us at our address set forth under Incorporation of Certain Documents by Reference.
General
The notes are two series of
senior debt securities issued under the indenture. The trustee will also act as registrar, paying agent and authenticating agent and perform administrative duties for us, such as sending out interest payments and notices under the indenture.
The aggregate principal amount of the 2029 notes will initially be $1,000,000,000, and the 2029 notes will mature on August 15, 2029. The
aggregate principal amount of the 2049 notes will initially be $1,000,000,000, and the 2049 notes will mature on August 15, 2049. The notes of each series offered hereby will be issued only in fully registered form without coupons, in minimum
denominations of $2,000 with integral multiples of $1,000 thereof.
The notes are general unsecured senior obligations of Starbucks and
will rank equally in right of payment with all of our other unsecured senior indebtedness, whether currently existing or incurred in the future. As of March 31, 2019, we had $9,217.4 million in aggregate principal amount of senior
unsecured notes outstanding. The notes will be senior in right of payment to our subordinated indebtedness and effectively junior in right of payment to our secured indebtedness to the extent of the value of the collateral securing that
indebtedness. As of March 31, 2019, we had no secured indebtedness. The notes will not be guaranteed by any of our subsidiaries and thus will be effectively subordinated to any existing or future indebtedness or other liabilities, including
trade payables, of any of our subsidiaries. As of March 31, 2019, our subsidiaries had approximately $6.2 million of indebtedness (excluding trade payables). The notes are not subject to, and do not have the benefit of, any sinking fund.
The 2029 notes will bear interest at a fixed rate per year of 3.550%, starting on May 13, 2019 and ending on their maturity date.
Interest on the 2029 notes will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2019. All payments of interest on the 2029 notes will be made to the persons in whose names the 2029 notes are
registered on the February 1 or August 1 preceding the next applicable interest payment date.
The 2049 notes will bear interest at a
fixed rate per year of 4.450%, starting on May 13, 2019 and ending on their maturity date. Interest on the 2049 notes will be payable semiannually in arrears on February 15 and
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