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0000950134-08-018953.txt : 20081031 0000950134-08-018953.hdr.sgml : 20081031 20081031163846 ACCESSION NUMBER: 0000950134-08-018953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081031 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081031 DATE AS OF CHANGE: 20081031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARBUCKS CORP CENTRAL INDEX KEY: 0000829224 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 911325671 STATE OF INCORPORATION: WA FISCAL YEAR END: 1002 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20322 FILM NUMBER: 081155010 BUSINESS ADDRESS: STREET 1: P O BOX 34067 CITY: SEATTLE STATE: WA ZIP: 98124-1067 BUSINESS PHONE: 2064471575 MAIL ADDRESS: STREET 1: 2401 UTAH AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 8-K 1 v50336e8vk.htm FORM 8-K e8vk

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

October 31, 2008

Date of Report (Date of earliest event reported)

STARBUCKS CORPORATION

(Exact name of registrant as specified in its charter)


Washington	0-20322	91-1325671

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2401 Utah Avenue South
Seattle, Washington 98134

(Address of principal executive offices including zip code)

(206) 447-1575

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Amendment to Credit Agreement

On October 31, 2008, Starbucks Corporation (the “Company”) entered into an amendment (the “Amendment”) to its existing Credit Agreement dated August 12, 2005 (as previously amended, the “Credit Agreement”) with the lenders parties thereto (the “Lenders”) and Bank of America, N.A., in its capacity as Administrative Agent for the Lenders, Swing Line Lender and L/C Issuer. The Amendment amends (i) the definition of “Operating Lease and Rental Expense” set forth in the Credit Agreement to exclude from the calculation thereof lease termination expenses and lease exit costs of up to $130,000,000 incurred during the period beginning on June 30, 2008 and ending on September 27, 2009 and (ii) the pricing grid contained in the definition of “Applicable Rate” set forth in the Credit Agreement to increase the interest rate margin applicable to loans under the Credit Agreement accruing interest on the basis of the Eurocurrency Rate to between 0.21% and 0.67% in excess of the Eurocurrency Rate, depending on the Company’s Consolidated Fixed Charge Coverage Ratio and senior unsecured long-term debt rating (to the extent the Company has been issued such a rating).

On July 1, 2008, the Company announced its decision to close approximately 600 company-operated stores in the U.S. following a thorough evaluation of its U.S. company-operated store portfolio. The closure of these stores is expected to result in charges related to termination expenses and lease exit costs over the next few quarters totaling approximately $120-140 million; however, these store closings, along with reduced capital expenditures from fewer store openings during fiscal 2009 are expected to better position the Company to generate higher free cash flow going forward. The effect of the Amendment on the definition of “Operating Lease and Rental Expense” is to preclude these unusual charges from negatively affecting the Company’s Consolidated Fixed Charge Coverage Ratio set forth in the Credit Agreement.

A copy of the Amendment 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 Amendment and is qualified in its entirety by the complete text of the Amendment itself.

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 Amendment to Credit Agreement, which discussion is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1

Amendment No. 4 to Credit Agreement dated October 31, 2008 among Starbucks Corporation, Bank of America, N.A., as Administrative Agent and the Lenders party thereto.

SIGNATURES

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.


	STARBUCKS CORPORATION
	By:	/s/ Richard Lautch
		Richard Lautch
		Vice President & Treasurer

Dated: October 31, 2008

Exhibit Index


Exhibit No.		Description

Exhibit 10.1		Amendment No. 4 to Credit Agreement dated October 31, 2008, among Starbucks Corporation, Bank of America, N.A., as Administrative Agent and the Lenders party thereto.

EX-10.1 2 v50336exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

AMENDMENT NO. 4 TO CREDIT AGREEMENT

This Amendment No. 4 to Credit Agreement (this “Amendment”) dated as of October 31, 2008 (the “Amendment No. 4 Effectiveness Date”) is made by and among STARBUCKS CORPORATION, a Washington corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders under such Credit Agreement.

WITNESSETH:

WHEREAS, the Borrower, Bank of America, as the Administrative Agent, Swing Line Lender and L/C Issuer and the Lenders have entered into that certain Credit Agreement dated as of August 12, 2005 (as amended by Amendment No. 1 to Credit Agreement dated as of August 23, 2006, Amendment No. 2 to Credit Agreement dated as of March 30, 2007, Amendment No. 3 to Credit Agreement dated as of August 6, 2007, as hereby amended and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement” (and as so amended, supplemented or modified prior to giving effect to this Amendment, the “Existing Credit Agreement”); capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Borrower a multicurrency revolving credit facility, including a letter of credit facility and a swing line facility; and

WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to amend certain provisions of the Credit Agreement, and the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Amendment;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

(a)

Section 1.01 is amended by replacing the pricing grid in the definition of “Applicable Rate” with the following:

Applicable Rate


						Eurocurrency
Pricing	Fixed Charge	Debt Ratings	Facility			Rate + Letters
Level	Coverage Ratio	S&P/Moody's	Fee			of Credit
I	Greater than or equal to 4.50x	AA- / Aa3 or better		0.04	%		0.21	%
II	Greater than or equal to 4.00x but less than 4.50x	A+ / A1		0.05	%		0.25	%
III	Greater than or equal to 3.50x but less than 4.00x	A / A2		0.06	%		0.29	%
IV	Greater than or equal to 3.00x but less than 3.50x	A- / A3		0.07	%		0.43	%
V	Less than 3.00x	BBB+/ Baa1 or worse		0.08	%		0.67	%

(b)

Section 1.01 is amended by replacing the definition of “Operating Lease and Rental Expense” with the following:

“Operating Lease and Rental Expense” means, for any period, all operating lease expense and all other rental expense incurred by the Company and its Subsidiaries during such period but shall exclude lease termination expenses and lease exit costs of up to $130,000,000 incurred during the period beginning on June 30, 2008 and ending on September 27, 2009.

2. Conditions Precedent. The effectiveness of this Agreement and the amendments to the Credit Agreement herein provided are subject to the satisfaction of the following conditions precedent:

(a) The Administrative Agent shall have received each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent:

(i) the Administrative Agent shall have received five (5) original counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent and the Required Lenders; and

(ii) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent shall reasonably require.

(b) The Borrower shall have paid to each Lender that signs this Amendment on or before 2:00 P.M. on October 30, 2008, a fee in an amount equal to 0.05% times such Lender’s Commitment, which fee shall be fully earned and due on the Amendment No. 4 Effectiveness Date and shall be nonrefundable.

(c) All other fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

(a) Before and after giving effect to this Amendment, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and

(b) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

4. Entire Agreement. This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

5. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to their respective terms.

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be effective as a manually executed counterpart of this Amendment.

7. Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed and to be performed entirely within such State, and shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.

8. Enforceability. Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

9. References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the Credit Agreement.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Credit Agreement to be made, executed and delivered by their duly authorized officers as of the day and year first above written.


STARBUCKS CORPORATION
By:	/s/ Richard Lautch
	Name:	Richard Lautch
	Title:	VP, Treasurer