8-KRegulation FDExhibits & Filings

STARBUCKS CORP 8-K Report, Regulation FD Disclosure (Sep 23, 2014)

Filed September 23, 2014For Securities:SBUX

Summary

Starbucks Corporation announced on September 23, 2014, a planned acquisition of the remaining shares of its publicly traded Japanese subsidiary, Starbucks Coffee Japan, Ltd. The acquisition will be conducted through a two-step tender offer process, with the goal of making Starbucks Japan a wholly-owned subsidiary. This move is a strategic decision to consolidate operations and enhance the company's control over its significant Japanese market. The total purchase price for the acquisition is approximately ¥99.5 billion (or $913.5 million), with the first step involving the purchase of approximately 39.5% of Starbucks Japan shares from Sazaby League, Ltd. for ¥55 billion ($505 million). The second step will then target the remaining public shareholders for an additional ¥44.5 billion ($408.5 million). The transaction is expected to conclude with a cash-out procedure by the first half of calendar year 2015, at which point Starbucks Japan will be fully integrated into Starbucks Corporation.

Key Highlights

  • 1Starbucks announces plans to acquire the remaining 60.5% of Starbucks Japan, Ltd. for approximately $913.5 million (¥99.5 billion).
  • 2The acquisition will be executed via a two-step tender offer process.
  • 3The first step involves acquiring approximately 39.5% of Starbucks Japan from Sazaby League for $505 million (¥55 billion) at ¥965 per share.
  • 4The second step tender offer for remaining public shares is expected to be ¥1,465 per share, totaling approximately $408.5 million (¥44.5 billion).
  • 5Upon completion of the first tender offer step, Starbucks will own approximately 79% of Starbucks Japan.
  • 6The company expects to complete the full acquisition and cash-out procedure by the first half of calendar year 2015.
  • 7This acquisition aims to make Starbucks Japan a wholly-owned subsidiary of Starbucks Corporation.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce Starbucks Corporation's agreement to acquire the remaining outstanding shares of its publicly traded Japanese subsidiary, Starbucks Coffee Japan, Ltd., through a two-step tender offer, thereby making it a wholly-owned subsidiary.

The total aggregate purchase price for the acquisition is approximately ¥99.5 billion, which translates to approximately $913.5 million based on the reference conversion rate provided.

The acquisition will be structured as a two-step tender offer. The first step involves purchasing approximately 39.5% of Starbucks Japan shares from Sazaby League. If successful, the second step will involve a tender offer for the remaining publicly held shares, followed by a cash-out procedure to acquire any remaining shares.

Starbucks expects to complete the cash-out procedure, finalizing the acquisition and making Starbucks Japan a wholly-owned subsidiary, during the first half of calendar year 2015.