Starbucks Corporation (NASDAQ:SBUX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

0

Starbucks Corporation (NASDAQ:SBUX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item2.03

Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a
Registrant.
Item8.01 Other Events.

On March17, 2017, Starbucks Corporation (Starbucks or the
Company) completed a public offering 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
September15, 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 March17, 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 March17, 2017. Starbucks
will pay interest on the Notes on each March15 and September15,
beginning on September15, 2017. The Notes will mature on March15,
2024. At any time on and after December15, 2023 (three months
prior to the maturity date of the Notes), Starbucks may redeem
the Notes at a redemption price equal to 50% 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 SP), 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 Exhibit4.2 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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNo.

Description

1.1 Underwriting Agreement, dated March 10, 2017, by and among
Starbucks Corporation and Morgan Stanley Co. International
plc and MUFG Securities EMEA plc
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 Companys Registration Statement on Form S-3 (SEC
Registration No. 333-213645) filed on September15, 2016)

4.2

First Supplemental Indenture, dated as of March17, 2017, by
and between Starbucks Corporation and U.S. Bank National
Association, as trustee, transfer agent and registrar, and
Elavon Financial Services, DAC, UK Branch, as paying agent

4.3

Form of 0.372% Senior Note due March 15, 2024 (included in
Exhibit 4.2)

5.1

Opinion of Jones Day

5.2

Opinion of Robert L. Villaseor

12.1

Statement Regarding Computation of Ratio of Earnings to Fixed
Charges

23.1

Consent of Jones Day (included in Exhibit 5.1)

23.2

Consent of Robert L. Villaseor (included in Exhibit 5.2)


About Starbucks Corporation (NASDAQ:SBUX)

Starbucks Corporation (Starbucks) is a roaster, marketer and retailer of coffee. As of October 2, 2016, the Company operated in 75 countries. The Company operates through four segments: Americas, which is inclusive of the United States, Canada, and Latin America; China/Asia Pacific (CAP); Europe, Middle East, and Africa (EMEA), and Channel Development. The Company’s Americas, CAP, and EMEA segments include both company-operated and licensed stores. Its Channel Development segment includes roasted whole bean and ground coffees, Tazo teas, Starbucks- and Tazo-branded single-serve products, a range of ready-to-drink beverages, such as Frappuccino, Starbucks Doubleshot and Starbucks Refreshers beverages and other branded products sold across the world through channels, such as grocery stores, warehouse clubs, specialty retailers, convenience stores and the United States foodservice accounts.

Starbucks Corporation (NASDAQ:SBUX) Recent Trading Information

Starbucks Corporation (NASDAQ:SBUX) closed its last trading session up +0.98 at 55.78 with 15,822,141 shares trading hands.