Item 1.01 Entry into a Material Definitive Agreement.
Revolving Credit Facility
On February 5, 2013, Starbucks Corporation (the "Company") entered into a Credit
Agreement (the "Credit Agreement") with Bank of America, N.A., in its capacity
as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank,
N.A. and Citibank, N.A. as Co-Syndication Agents, Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, U.S. Bank National
Association and Morgan Stanley MUFG Loan Partners, LLC, as Co-Documentation
Agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo
Securities, LLC, and Citigroup Global Markets Inc. as Joint Lead Arrangers and
Joint Book Managers, and each of the other Lenders a party thereto.
The Credit Agreement provides for a $750,000,000 unsecured, revolving credit
facility (of which $150,000,000 may be used for the issuances of letters of
credit) and is scheduled to mature on February 5, 2018. Provided there is no
default, the Company may, from time to time, request an increase from the
lenders in the aggregate commitments by an amount not exceeding $750,000,000 for
a total aggregate facility commitment not to exceed $1,500,000,000.
Borrowings under the Credit Agreement will bear interest at a variable interest
rate based on LIBOR, and, for U.S. Dollar-denominated loans under certain
circumstances, a Base Rate, in each case plus an applicable margin. The
applicable margin is based on the better of (i) the Company's long-term credit
ratings assigned by Moody's and Standard & Poor's rating agencies, and (ii) the
Company's fixed charge coverage ratio, pursuant to a pricing grid set forth in
the Credit Agreement. The current applicable margin is 0.795% for Eurocurrency
Rate Loans and 0.00% for Base Rate Loans. During an event of default under the
Credit Agreement, interest on the outstanding amount of the indebtedness under
the Credit Agreement will bear interest at a rate per annum equal to 2% in
excess of the interest then borne by such borrowings.
The Credit Agreement contains provisions requiring the Company to maintain
compliance with certain covenants, including a minimum fixed charge coverage
ratio of 2.50 to 1. The Credit Agreement also contains certain customary events
of default, including 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 change of
control, subject, in certain instances, to cure periods. Upon the occurrence of
an event of default, the lenders may elect to declare amounts outstanding under
the Credit Agreement immediately due and payable.
A copy of the Credit Agreement is attached to this report as Exhibit 10.1 and is
incorporated herein by reference as though it were fully set forth herein. The
description above is a summary of the Credit Agreement, does not provide a
complete description of the Credit Agreement, and is qualified in its entirety
by the complete text of the Credit Agreement itself.
Item 1.02 Termination of a Material Definitive Agreement.
On February 5, 2013, in connection with the Company's entry into the Credit
Agreement discussed in Item 1.01, the Company terminated the Credit Agreement,
dated November 17, 2010 among the Company, Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A.,
as Syndication Agent, Citibank, N.A., JPMorgan Chase Bank, N.A. and Deutsche
Bank Securities Inc. as Co-Documentation Agents, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wells Fargo Securities LLC, as Joint Lead Arrangers and
Joint Book Managers, and the other Lenders party thereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Please see the discussion set forth in Item 1.01, "Entry into a Material
Definitive Agreement," of this Form 8-K under the caption "Credit Agreement,"
which discussion is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Credit Agreement, dated February 5, 2013, among Starbucks
Corporation, Bank of America, N.A., in its capacity as
Administrative Agent, Swing Line Lender and L/C Issuer, and the
other Lenders from time to time a party thereto.
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