On May 13, 2019, Starbucks Corporation (
Starbucks
or the
Company
) completed a public offering
pursuant to an underwriting agreement (the
Underwriting Agreement
) with Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. 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 (i) $1,000,000,000 aggregate principal amount of its 3.550% Senior Notes due 2029 (the
2029 Notes
) and (ii)
$1,000,000,000 aggregate principal amount of its 4.450% Senior Notes due 2049 (the
2049 Notes
and, together with the 2029 Notes, 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 Fifth Supplemental Indenture, dated as of May 13, 2019 (the
Fifth Supplemental Indenture
and, together with
the Base Indenture, the
Indenture
), by and between the Company and the Trustee.
Starbucks will pay interest on the
2029 Notes on each February 15 and August 15, beginning on August 15, 2019. The 2029 Notes will mature on August 15, 2029. At any time prior to May 15, 2029 (three months prior to the maturity date of the 2029 Notes),
Starbucks may redeem the 2029 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
May 15, 2029, Starbucks may redeem the 2029 Notes at par, plus accrued and unpaid interest.
Starbucks will pay interest on the 2049
Notes on each February 15 and August 15, beginning on August 15, 2019. The 2049 Notes will mature on August 15, 2049. At any time prior to February 15, 2049 (six months prior to the maturity date of the 2049 Notes),
Starbucks may redeem the 2049 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
February 15, 2049, Starbucks may redeem the 2049 Notes at par, plus accrued and unpaid interest.
In addition, upon the occurrence of
a change of control triggering event relating to a particular 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 and the Fifth 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 Fifth 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.