Item 8.01 Other Events.
On March 12, 2020, Starbucks Corporation ("Starbucks" or the "Company")
completed a public offering pursuant to an underwriting agreement (the
"Underwriting Agreement") with BofA Securities Inc., Goldman Sachs & Co. LLC,
Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., as representatives
of the several underwriters named therein, under which Starbucks agreed to issue
and sell to the several underwriters (i) $500,000,000 aggregate principal amount
of its 2.000% Senior Notes due 2027 (the "2027 Notes"), (ii) $750,000,000
aggregate principal amount of its 2.250% Senior Notes due 2030 (the "2030
Notes") and (iii) $500,000,000 aggregate principal amount of its 3.350% Senior
Notes due 2050 (the "2050 Notes" and, together with the 2027 Notes and the 2030
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 Sixth
Supplemental Indenture, dated as of March 12, 2020 (the "Sixth Supplemental
Indenture" and, together with the Base Indenture, the "Indenture"), by and
between the Company and the Trustee.
Starbucks will pay interest on the 2027 Notes on each March 12 and September 12,
beginning on September 12, 2020. The 2027 Notes will mature on March 12, 2027.
At any time prior to January 12, 2027 (two months prior to the maturity date of
the 2027 Notes), Starbucks may redeem the 2027 Notes at a redemption price equal
to 100% of the principal amount of such series, plus a "make whole" premium as
set forth in the Indenture and accrued and unpaid interest. At any time on and
after January 12, 2027, Starbucks may redeem the 2027 Notes at par, plus accrued
and unpaid interest.
Starbucks will pay interest on the 2030 Notes on each March 12 and September 12,
beginning on September 12, 2020. The 2030 Notes will mature on March 12, 2030.
At any time prior to December 12, 2029 (three months prior to the maturity date
of the 2030 Notes), Starbucks may redeem the 2030 Notes at a redemption price
equal to 100% of the principal amount of such series, plus a "make whole"
premium as set forth in the Indenture and accrued and unpaid interest. At any
time on and after December 12, 2029, Starbucks may redeem the 2030 Notes at par,
plus accrued and unpaid interest.
Starbucks will pay interest on the 2050 Notes on each March 12 and September 12,
beginning on September 12, 2020. The 2050 Notes will mature on March 12, 2050.
At any time prior to September 12, 2049 (six months prior to the maturity date
of the 2050 Notes), Starbucks may redeem the 2050 Notes at a redemption price
equal to 100% of the principal amount of such series, plus a "make whole"
premium as set forth in the Indenture and accrued and unpaid interest. At any
time on and after September 12, 2049, Starbucks may redeem the 2050 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 Moody's 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 Company's senior unsecured obligations and will rank
equally in right of payment with all of the Company's 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 Company's 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 Sixth Supplemental Indenture. The Base Indenture was filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-3 (SEC
Registration No. 333-213645) (the "Registration Statement") and is incorporated
herein by reference. The Sixth 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, dated March 10, 2020, by and among Starbucks
Corporation and BofA Securities Inc., Goldman Sachs & Co. LLC, Morgan
Stanley & Co. LLC and U.S. Bancorp Investments, Inc., acting as
representatives of the several underwriters named therein
4.1 Indenture, dated as of September 15, 2016, by and between Starbucks
Corporation and U.S. Bank National Association, as trustee
(incorporated herein by reference to Exhibit 4.1 to the Starbucks
Corporation Registration Statement on Form S-3 (SEC Registration
No. 333-213645) filed on September 15, 2016)
4.2 Sixth Supplemental Indenture, dated as of March 12, 2020, by and
between Starbucks Corporation and U.S. Bank National Association, as
trustee
4.3 Form of 2.000% Senior Notes due March 12, 2027 (included in Exhibit
4.2)
4.4 Form of 2.250% Senior Notes due March 12, 2030 (included in Exhibit
4.2)
4.5 Form of 3.350% Senior Notes due March 12, 2050 (included in Exhibit
4.2)
5.1 Opinion of Cleary Gottlieb Steen & Hamilton LLP
5.2 Opinion of Sophie Hager Hume
23.1 Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
5.1)
23.2 Consent of Sophie Hager Hume (included in Exhibit 5.2)
104 Cover Page Interactive Data File (formatted as inline XBRL)
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