Starbucks Corporation Announces Early Results and Upsizing of Tender Offers for Eight Series of Notes

Published: 2026-05-16 07:50:23 ET SBUX

Published on 05/16/2026 at 07:50 am EDT

Starbucks Corporation had announced the early results of its previously announced tender offers to purchase for cash the notes of the series listed in the table below. The Tender Offers were made pursuant to the Offer to Purchase, dated May 4, 2026, which sets forth a more comprehensive description of the terms and conditions of the Tender Offers. In addition, Starbucks has exercised its previously disclosed right to amend the terms of the Tender Offers to increase (i) the Aggregate Cap for all Notes validly tendered and accepted for purchase pursuant to the Tender Offers to $1,300,000,000; (ii) the Pool 1 Maximum Amount to $600,000,000; and (iii) the Pool 2 Maximum Amount to $700,000,000.

Except as described in this press release, the terms and conditions of the Tender Offers set forth in the Offer to Purchase remain unchanged. According to information provided by D.F. King & Co. Inc., the Tender and Information Agent in connection with the Tender Offers, $2,598,857,000 aggregate principal amount of the Notes were validly tendered prior to or at 5:00 p.m., Eastern Time on May 15, 2026 (the ?Early Tender Date?) and not validly withdrawn.

Pursuant to the terms of the Offer to Purchase, Starbucks expects to accept for purchase, up to the Aggregate Cap, the Maximum Amounts and the Tender Sub Cap for the 2048 Notes and subject to proration, if applicable, the Notes validly tendered and not validly withdrawn as of the Early Tender Date in accordance with the Acceptance Priority Levels specified in the table above. Because the aggregate purchase price of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the Aggregate Cap and the Maximum Amounts, Starbucks does not expect to accept any further tenders of Notes. The applicable consideration (the ?Total Consideration?) offered per $1,000 principal amount of each series of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes (the ?Fixed Spread?) specified in the table on the front cover of the Offer to Purchase plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table on the front cover of the Offer to Purchase as displayed on the applicable Bloomberg Reference Page specified in the table on the front cover of the Offer to Purchase at 10:00 a.m., Eastern Time on May 18, 2026.

Holders of any Notes that were validly tendered and not validly withdrawn prior to or at the applicable Early Tender Date and that are accepted for purchase will receive the applicable Total Consideration. The Total Consideration, as calculated using the Fixed Spread for each series of Notes set forth in the table on the front cover of the Offer to Purchase, includes the Early Tender Payment, and the Early Tender Payment does not constitute additional or increased payment. 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 applicable Settlement Date, payable on such Settlement Date.

The Company reserves the right, in its sole discretion, to make payment for Notes that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase on the date referred to as the ?Early Settlement Date.? It is anticipated that the Early Settlement Date will be May 20, 2026. In accordance with the terms of the Offer to Purchase, the withdrawal deadline was 5:00 p.m., Eastern Time on May 15, 2026 (the ?Withdrawal Deadline?).

As a result, 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. In the case of clauses (i) through (vi) above, the Company does not intend to extend the Withdrawal Deadline or reinstate withdrawal rights, subject to applicable law. Holders should refer to the Offer to Purchase, as amended by this press release, for the complete terms and conditions for the Tender Offers.

The table below provides certain information about the Tender Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Early Tender Date. Pool 1 Tender Offers; Title of Security 4.800% Senior Notes due 2030 4.500% Senior Notes due 2028 4.000% Senior Notes due 2028. Aggregate Principal Amount Outstanding; $500,000,000, $750,000,000, $750,000,000 respectively.

Pool 2 Tender Offers Title of Security 4.500% Senior Notes due 2048 5.400% Senior Notes due 2035 5.000% Senior Notes due 2034 4.900% Senior Notes due 2031 and 4.800% Senior Notes due 2033. Aggregate Principal Amount Outstanding; $1,000,000,000, $500,000,000, $500,000,000, $500,000,000, $500,000,000 respectively.