UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
August 20, 2007
Date of Report (date of earliest event reported)
STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Washington
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0-20322
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91-1325671 |
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
2401 Utah Avenue South
Seattle, Washington 98134
(Address of principal executive offices)
(206) 447-1575
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2007 (the “Effective Date”), Starbucks Corporation (the “Company”) entered into
an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., Banc of America
Securities LLC and Citigroup Global Markets Inc., acting on behalf of themselves and the other
underwriters named therein (the “Underwriters”), for the public offering of $550,000,000 aggregate
principal amount of its 6.25% Senior Notes due August 15, 2017 (the “Senior Notes”). The Senior
Notes were issued under a base indenture dated as of August 23, 2007 (the “Base Indenture”) between
the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as amended and
supplemented by a supplemental indenture dated as of August 23, 2007 (the “Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The
issuance and sale of the Senior Notes closed on August 23, 2007. The Company will pay interest on
the Senior Notes on February 15 and August 15 of each year, commencing February 15, 2008. The net
proceeds to the Company from the sale of the Senior Notes, after deducting expenses and underwriter
discounts, are approximately $545.3 million.
The underwriters and their affiliates have, from time to time, performed, and may in the
future perform, various financial advisory, commercial and investment banking services for the
Company, for which they received or will receive customary fees. In addition, affiliates of
Goldman, Sachs & Co., Banc of America Securities LLC and Citigroup Global Markets Inc. are lenders
under (i) a 364-day credit facility the Company entered into on August 7, 2007 and (ii) a $1
billion revolving credit facility under a credit agreement dated August 12, 2005, as amended, which
serves as a backstop to the Company’s commercial paper program. The lender affiliates of the
underwriters will receive a portion of the proceeds of this offering in repayment of outstanding
indebtedness under the 364-day credit facility.
The Senior Notes were offered and sold by the Company pursuant to its automatic shelf
registration statement on Form S-3 ASR (the “Registration Statement”) (File Number 333-145572),
filed with the Securities and Exchange Commission on August 20, 2007, as supplemented by the final
prospectus supplement filed with the Securities and Exchange Commission on August 21, 2007.
The Underwriting Agreement contains customary representations, warranties and agreements of
the Company, conditions to closing, indemnification and contribution rights and obligations of the
parties and termination provisions. The Indenture contains covenants that, among other things,
will limit the ability of the Company to create certain liens to: secure other indebtedness; enter
into certain sale and leaseback transactions; and consolidate, merge or transfer all or
substantially all of the Company’s assets. The Indenture provides for customary events of default.
Upon a change of control triggering event (as defined in the Indenture), the Company will be
required to make an offer to purchase the Senior Notes at a price equal to 101% of their principal
amount plus accrued and unpaid interest to the date of repurchase. In addition, the Company may
redeem the Senior Notes in whole or in part prior to their maturity at any time at a price that
includes a make-whole premium, plus accrued and unpaid interest to the date of redemption.
The foregoing descriptions of the Underwriting Agreement, the Indenture, the Senior Notes and
the Supplemental Indenture do not purport to be complete and are qualified in their entirety by
reference to the full text of the Underwriting Agreement, the Indenture, the form of Senior Note
and the form of Supplemental Indenture, each of which is filed as an exhibit hereto and is
incorporated by reference herein.