| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D. C. 20549 |
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
On April 1, 2022, YUM! Brands, Inc. (the “Company”), completed the issuance and sale of $1,000 million aggregate principal amount of 5.375% Senior Notes due 2032 (the “Notes”). The Notes were offered and sold pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-248288) filed with the Securities and Exchange Commission on August 24, 2020. The Notes were issued pursuant to an Indenture, dated as of September 25, 2020 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee, as supplemented by the Third Supplemental Indenture, dated as of April 1, 2022 (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
The Notes are the general unsecured senior obligations of the Company and are not guaranteed by any of the Company’s subsidiaries. The Notes will mature on April 1, 2032.
The Company may redeem all or part of the Notes at any time prior to April 1, 2027, by paying a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium (as defined in the Indenture), and accrued and unpaid interest, if any, to the redemption date. The Company may redeem all or part of the Notes at any time on or after April 1, 2027, by paying a redemption price equal to the percentage of the principal amount of such Notes set forth below plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve-month period beginning on April 1 of the year indicated below:
| Year | Percentage | |||
| 2027 | 102.688 | % | ||
| 2028 | 101.792 | % | ||
| 2029 | 100.896 | % | ||
| 2030 and thereafter | 100.000 | % | ||
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibit.
The following exhibits are being filed with this Current Report on Form 8-K.
|
Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of March 24, 2022, by and between the Company and BofA Securities, Inc., as representative of the several underwriters named therein. | |
| 4.1 | Third Supplemental Indenture, dated as of April 1, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as trustee. | |
| 4.2 | Form of the Company’s 5.375% Notes due 2032 (included in Exhibit 4.1). | |
| 5.1 | Opinion of Mayer Brown LLP. | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YUM! BRANDS, INC. | |
| (Registrant) |
| Date: April 1, 2022 | /s/ David Russell |
| David Russell | |
| Senior Vice President, Finance and Corporate Controller |