-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EUmGokDnIjwPlmUG+uMdJ1rvKTkEarCevq1iYUhO6XFU44D2WKcxj2jeDW5q/zJw /YaNV0zyNWHUTbKQMOthGQ== 0000950134-09-011371.txt : 20090720 0000950134-09-011371.hdr.sgml : 20090719 20090522162023 ACCESSION NUMBER: 0000950134-09-011371 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090522 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: 0928 FILING VALUES: FORM TYPE: CORRESP 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 CORRESP 1 filename1.htm corresp
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, WA 98101-3099
Phone: 206 359-8000
Fax: 206 359-9000
www.perkinscoie.com
May 22, 2009
Mellissa Campbell Duru
Special Counsel
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Dear Ms. Duru:
       
     Re:   Starbucks Corporation
 
    Schedule TO-I
 
    Filed May 1, 2009
 
    SEC File No. 5-45059
     Pursuant to the oral comment we received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on May 21, 2009, and on behalf of our client, Starbucks Corporation (the “Company”), we are supplementing the Company’s response to what was Comment No. 1 in your letter dated May 19, 2009 (the “Comment Letter”) containing the comments of the Staff to the Company’s Schedule TO-I, filed May 1, 2009 (the “Schedule TO”).
Schedule TO-I
Exhibit 99(A)(1): Offering Memorandum
Summary Term Sheet
Original Comment No. 1
     Please confirm, if true, that there is no variation in the number of shares underlying each option that is exchanged for a new option. That is, confirm if true, that securityholders who tender options (each of which is exercisable for one share) would receive a lesser number of options (based on the exchange ratio), each of which is also exercisable for one share.

 

 

Mellissa Duru
Securities and Exchange Commission
May 22, 2009
Page 2 of 4
Supplemental Response to Comment No. 1
     The Company confirms to the Staff that there is no variation in the number of shares underlying each option that is exchanged for a new option; that is, that eligible individuals who tender options (each of which is exercisable for one share) will receive a lesser number of options (based on the exchange ratio), each of which is also exercisable for one share. Stated another way, each stock option granted in exchange for an old stock option is exercisable for one share of the Company's common stock.
     In the exchange offer documents, as well as in this letter, the term “stock option” refers to an option to purchase one share of our common stock and an individual “stock option grant” may consist of one or more underlying “stock options.”
     The following explanation and example (which was also provided in the Frequently Asked Questions (FAQs) that were filed as Exhibit (a)(1)(D) to the Schedule TO) illustrate the mechanics of the exchange.
     The number of new stock options that an eligible partner receives will depend on the exercise price(s) of his or her surrendered eligible stock options and the applicable exchange ratios, as shown below. Note that the exchange ratios apply to each stock option grant separately. This means that the various stock option grants may be subject to different exchange ratios.
         
    The Exchange Ratio Is
If the Per Share Exercise Price of an   (Eligible Stock Options
Eligible Stock Option Grant Is   to New Stock Options)
$19.01 to $24.99
   2.01-to-1
$25.00 to $29.99
   3.19-to-1
$30.00 to $34.99
   3.54-to-1
$35.00 and above
   4.44-to-1
     The following example illustrates how the exchange ratios will apply in a hypothetical exchange of eligible stock options:
                 
Eligible Stock Option Grant   Exercise Price   Exchange Ratio   New Stock Option Grant
120 stock options
  $ 22.87     2.01-to-1   60 stock options
(120 divided by 2.01 — rounded
to the nearest whole stock option)
310 stock options
  $ 36.75     4.44-to-1   70 stock options
(310 divided by 4.44 — rounded
to the nearest whole stock option)
Total Stock Options Exchanged: 430
              Total New Stock Options: 130
     The Company believes that any potential risk of confusion on the part of an eligible partner regarding the number of new stock options to be issued in the exchange offer is mitigated by the fact that the exact number of new stock options that he or she will receive in exchange for tendered options is set forth in both the individualized paper election form mailed to each eligible partner with the offer materials and on the Company’s stock option exchange program

 

 

Mellissa Duru
Securities and Exchange Commission
May 22, 2009
Page 3 of 4
website. An example of how this information is provided to eligible partners in the paper election form and on the website is set forth below (and was also included as part of the website screen shots filed as Exhibit (a)(1)(G) to the Schedule TO).
                                                         
                                            Total Number    
                                            of New Stock   Make ONE
                                            Options   Election for
Eligible Stock                   Total Number of                   to Be   Each Eligible
Option           Grant   Eligible Stock   Exercise   Exchange   Granted in   Stock Option
Grant #   Grant ID   Date   Options   Price   Ratio   Exchange*   Grant
9999999
     TEST01       4/19/2007       200     $ 22.8700       2.01 to 1       100     o Exchange
 
                                                   o Do Not Exchange
9999997
     TEST03       11/17/2005       100     $ 30.4200       3.54 to 1       28     o Exchange
 
                                                   o Do Not Exchange
9999998
     TEST02       11/21/2006       150     $ 36.7500       4.44 to 1       34     o Exchange
 
                                                   o Do Not Exchange
 
*   Please note that Starbucks will not issue any fractional new stock options. The amounts in the column “Total Number of New Stock Options to Be Granted in Exchange” have been rounded to the nearest whole stock option (with greater than or equal to 0.5 being rounded up).
     The information set forth in the table above, including the exchange ratios, was fixed at the time of commencement of the exchange offer and is not subject to change (without amending the terms of the offer, disseminating revised offer materials and extending the offer). We note that the only way for an eligible partner to elect to participate in the exchange offer is to complete a paper election form or make the election online at the stock option exchange program website, in each case by selecting either “Exchange” or “Do Not Exchange” for each eligible stock option grant. Thus, an eligible partner could not make an election to “Exchange” eligible options without seeing the total number of new stock options to be granted in the exchange.
     The Company has asked us to advise the Staff that:
  1.   the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings;

 

 

Mellissa Duru
Securities and Exchange Commission
May 22, 2009
Page 4 of 4
  2.   the Company acknowledges that Staff comments or changes to disclosures in response to Staff comments in the filings reviewed by the Staff do not foreclose the SEC from taking any action with respect to the filings; and
 
  3.   the Company will not assert the SEC’s review of the Schedule TO as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
     If you require further clarification or have any additional questions or comments concerning the foregoing or the Schedule TO, please do not hesitate to call me or Andrew Moore at (206) 359-8888.
Sincerely,
/s/ Sue Morgan
Sue Morgan
cc:   Paula E. Boggs
Sophie Hager Hume
Sarah Mock
Casey M. Nault
Devin Stockfish
(Starbucks Corporation)

Andrew B. Moore
(Perkins Coie LLP)

 

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