Starbucks Corporation Announces Pricing Terms for its Upsized Tender Offers for Eight Series of Notes
SEATTLE–(BUSINESS WIRE)–
Starbucks Corporation (Nasdaq: SBUX) (“Starbucks,” “we,” “us” or the “Company”) today announced the pricing terms for its previously announced tender offers to purchase (each offer a “Tender Offer” and collectively, the “Tender Offers”) for cash the notes of the series listed in the table below (collectively, the “Notes”). The Tender Offers were made pursuant to the Offer to Purchase, dated May 4, 2026, as amended by the Company’s press release relating to the early results and upsizing of the Tender Offers issued on May 15, 2026 (together, the “Offer to Purchase”), which sets forth a more comprehensive description of the terms and conditions of the Tender Offers. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
Set forth below are the applicable Reference Yields and Total Consideration for each series of Notes per $1,000 principal amount of Notes tendered, as calculated by Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, Lead Dealer Managers for the Tender Offers, at 10:00 a.m., Eastern Time, today, May 18, 2026, in accordance with the terms set out in the Offer to Purchase.
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Title of Security |
CUSIP/ISIN |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
U.S. Treasury Reference Security |
Reference Yield |
Fixed Spread |
Total Consideration(1) |
Proration Factor(2) |
Aggregate Principal Amount Accepted for Purchase |
|
Pool 1 Tender Offers |
4.800% Senior Notes due 2030 |
855244BL2/ |
$500,000,000 |
1 |
3.875% UST due April 30, 2031 |
4.228% |
+25 bps |
$1,011.44 |
– |
$321,824,000 |
|
4.500% Senior Notes due 2028 |
855244BN8/ US855244BN88 |
$750,000,000 |
2 |
3.750% UST due April 30, 2028 |
4.044% |
+25 bps |
$1,003.75 |
48.60% |
$273,468,000 |
|
|
4.000% Senior Notes due 2028 |
855244AR0/ US855244AR02 |
$750,000,000 |
3 |
3.750% UST due April 30, 2028 |
4.044% |
+25 bps |
$993.13 |
– |
– |
|
|
Pool 2 Tender Offers |
4.500% Senior Notes due 2048 |
855244AS8/ US855244AS84 |
$1,000,000,000 |
1 |
4.625% UST due February 15, 2046 |
5.124% |
+75 bps |
$829.71 |
68.98% |
$200,000,000 |
|
5.400% Senior Notes due 2035 |
855244BM0/ US855244BM06 |
$500,000,000 |
2 |
4.125% UST due February 15, 2036 |
4.568% |
+40 bps |
$1,030.36 |
– |
$410,249,000 |
|
|
5.000% Senior Notes due 2034 |
855244BJ7/ US855244BJ76
|
$500,000,000 |
3 |
4.125% UST due February 15, 2036 |
4.568% |
+30 bps |
$1,008.18 |
44.44% |
$110,351,000 |
|
|
4.900% Senior Notes due 2031 |
855244BH1/ US855244BH11
|
$500,000,000 |
4 |
3.875% UST due April 30, 2031 |
4.228% |
+35 bps |
$1,013.12 |
– |
– |
|
|
4.800% Senior Notes due 2033 |
855244BF5/ US855244BF54 |
$500,000,000 |
5 |
4.125% UST due February 15, 2036 |
4.568% |
+20 bps |
$1,001.75 |
– |
– |
|
(1) |
The Total Consideration for each $1,000 of each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and includes the applicable Early Tender Payment as set forth in the table on the front cover of the Offer to Purchase, which does not constitute an additional or increased payment. The Total Consideration for each series of Notes does not include the applicable Accrued Interest (as defined below), which will be payable in addition to the applicable Total Consideration. |
|
(2) |
Rounded to the nearest hundredth of one percent. |
The early tender date for the Tender Offers was 5:00 p.m., Eastern Time, on May 15, 2026 (the “Early Tender Date”). Subject to the terms and conditions set forth in the Offer to Purchase, Starbucks will accept for purchase up to the Aggregate Cap, the Maximum Amounts and the Tender Sub Cap Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date as shown in the table above. Starbucks has elected to exercise its right to have an early settlement. The date for payment in respect of such Notes will be May 20, 2026 (the “Early Settlement Date”).
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes were validly tendered and not validly withdrawn prior to or at the Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration, as set forth in the table above, for each $1,000 principal amount of such Notes in cash on the Early Settlement Date.
In addition to the Total Consideration, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on Notes validly tendered, not validly withdrawn and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date (“Accrued Interest”), payable on the Early Settlement Date.
Because the aggregate purchase price of the Notes validly tendered and not validly withdrawn as of the Early Tender Date exceeds the Aggregate Cap and Maximum Amounts and the aggregate principal amount of 2048 Notes validly tendered and not validly withdrawn as of the Early Date exceeds the Tender Sub Cap, the Notes will be accepted for purchase subject to the Acceptance Priority Levels and proration factors set forth in the table above and, in each case, as described in the Offer to Purchase.
The Company will accept for purchase the aggregate principal amount of each series of the Notes that were validly tendered and not validly withdrawn as of the Early Tender Date as set forth in the table above. The Notes that were validly tendered and not validly withdrawn as of the Early Tender Date and are accepted for purchase will be cancelled by the Company on the Early Settlement Date and will no longer remain outstanding obligations of the Company. The Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company and otherwise returned in accordance with the Offer to Purchase.
Although the Tender Offers are scheduled to expire at 5:00 p.m., Eastern Time, on June 2, 2026 (the “Expiration Date”), because the Tender Offers were filled by the Early Tender Date, Starbucks does not expect to accept for purchase any Notes that are tendered after the Early Tender Date and before the Expiration Date. The withdrawal rights for the Tender Offers expired at 5:00 p.m., Eastern Time, on May 15, 2026 and have not been extended; therefore, previously tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).
The Tender Offers are subject to the satisfaction of certain conditions as set forth in the Offer to Purchase. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Cap, (iv) increase or decrease either of the Maximum Amounts, (v) increase or decrease the Tender Sub Cap or (vi) otherwise amend any of the Tender Offers in any respect. The Company may take any action described in clauses (i) through (vi) above with respect to one or more Tender Offers without having to do so for all Tender Offers. Holders should refer to the Offer to Purchase for the complete terms and conditions for the Tender Offers.
The Company has retained (i) Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC as Lead Dealer Managers, (ii) BofA Securities, Citigroup Global Markets Inc., Scotia Capital (USA) Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as Co-Dealer Managers and (iii) D.F. King & Co., Inc. as the Tender and Information Agent, in each case, in connection with the Tender Offers. Any questions or requests for assistance concerning the Tender Offers may be directed to (i) Morgan Stanley & Co. LLC at [email protected] or by calling toll-free at (800) 624-1808 or collect at (212) 761-1057, (ii) U.S. Bancorp Investments, Inc. at [email protected] or by calling toll-free at (800) 479-3441 or collect at (917) 558-2756 or (iii) Wells Fargo Securities, LLC at [email protected] or by calling toll-free at (866) 309-6316 or collect at (704) 410-4759. Requests for additional copies of the Offer to Purchase or any other documents may be directed to D.F. King & Co., Inc. at [email protected] or by calling (888) 288-0951 (toll-free) or (646) 582-9168 (collect for banks and brokers).
The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company or its affiliates, their respective boards of directors, officers, employees, agents or affiliates, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any series of Notes is making any recommendation as to whether Holders should tender any Notes in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the Aggregate Principal amount of such Notes to tender. The Tender Offers are not being made to Holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
About Starbucks
Since 1971, Starbucks Coffee Company has been committed to responsibly sourcing and roasting high-quality arabica coffee. Today, with a global footprint of more than 41,000 company-operated and licensed coffeehouses and a growing presence in consumer-packaged goods, we are the world’s premier purveyor of specialty coffee. Through our unwavering commitment to excellence and our guiding principles, we bring the unique Starbucks Experience to life for every customer through every cup. To share in the experience, please visit us in our stores or online at about.starbucks.com or www.starbucks.com.
Forward-Looking Statements
This press release includes certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the potential future results of Starbucks Corporation (together with its subsidiaries) that are based on our current expectations, estimates, forecasts, and projections about, among other things, our business, our results of operations, the industry in which we operate, our economic and market outlook, and the beliefs and assumptions of our management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position, made in or incorporated by reference into this prospectus are forward-looking. We use words such as “believes,” “continues,” “anticipates,” “forecasts,” “estimates,” “expects,” “future,” “plan,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “would,” “may,” “aims,” “intends,” or “projects” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from our historical experience or from our current expectations or projections. Forward-looking statements reflect the Company’s current expectations and are inherently uncertain. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, readers are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260518464438/en/
For Investors:
Catherine Park
[email protected]
For Media:
Emily Albright
[email protected]
KEYWORDS: Washington United States North America
INDUSTRY KEYWORDS: Retail Restaurant/Bar Food/Beverage
MEDIA:
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