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.