UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2007
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 |
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| (State or other jurisdiction
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(Commission File
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(IRS Employer |
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Number)
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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:
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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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On March 27, 2007 (the “Effective Date”), Starbucks Corporation (the “Company”) entered into a new
commercial paper program (the “Program”) on a private placement basis under which the Company may
issue unsecured commercial paper notes (the “Notes”) up to a maximum aggregate amount outstanding
at any time of up to $1,000,000,000. Under the Program, the Company may issue commercial paper
from time to time, and the proceeds of the commercial paper financing will be used for general
corporate purposes, including working capital, capital expenditures, acquisitions and share
repurchases. Amounts available under the Program may be reborrowed. The Program is backstopped by
the Company’s Credit Agreement that was entered into on August 12, 2005. If at any time funds are
not available on favorable terms under the Program, the Company may resort to the Credit Agreement
for funding. The Board of Directors of the Company has authorized the Program to serve as an
alternative source of funding for the Company, but not as an increase to the Company’s overall
debt. Banc of America Securities LLC, and Goldman, Sachs & Co. will each act as a dealer under the
Program (collectively the “Dealers”) pursuant to the terms and conditions of their respective
Dealer Agreements with the Company (each, a “Dealer Agreement”). JPMorgan Chase Bank, N.A, will
act as Issuing and Paying Agent under the Program.
The Program provides the terms under which the Dealers will either purchase from the Company or
arrange for the sale by the Company of Notes pursuant to an exemption from federal and state
securities laws. The Program contains customary representations, warranties, covenants and
indemnification provisions. The maturities of the Notes will vary, but may not exceed 397 days from
the date of issue. The principal amount of outstanding Notes under the Program may not exceed
$1,000,000,000. The Notes will be sold at a discount from par or, alternatively, will be sold at
par and bear interest at rates that will vary based on market conditions at the time of the
issuance of the Notes. The rate of interest will depend on whether the note will be a fixed or
floating rate. The interest on a floating rate may be based on any of the following: (a) CD rate,
(b) commercial paper rate; (c) the federal funds rate; (d) LIBOR; (e) prime rate; (f) treasury
rate; and (g) other base rate as may be specified in a supplement.
The Program contains certain events of default including, among other things: non-payment of
principal; interest or fees; violation of covenants; cross default to certain other indebtedness;
invalidity of any loan document; material judgments; bankruptcy and insolvency events; and a change
of control, subject in certain instances to cure periods.
A copy of each Dealer Agreement is attached to this report as Exhibit 10.1.1 and 10.1.2,
respectively, and each is incorporated herein by reference as though it were fully set forth
herein. The description above is a summary of the Program and is qualified in its entirety by the
complete text of the Program itself.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information related to the $1,000,000,000 unsecured commercial paper program discussed under
Item 1.01 above is hereby incorporated by reference under this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit 10.1.1 |
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Commercial Paper Dealer Agreement between Starbucks
Corporation and Banc of America Securities LLC, dated as of
March 27, 2007. |
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| Exhibit 10.1.2 |
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Commercial Paper Dealer Agreement between Starbucks
Corporation and Goldman, Sachs & Co., dated as of March 27,
2007. |
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