UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2016
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) (Zip Code)
 
(206) 447-1575
(Registrant’s telephone number, including area code)
 
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:
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 8.01
Other Events

Starbucks Corporation (the “Company”) has received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC Capital") to purchase up to 2 million shares of the Company's common stock at a price of $54.38 per share in cash. The offering price is 4.43 percent below the closing price per share of the Company's common stock on April 27, 2016, the last trading day before the commencement of the offer.
The Company wishes to inform its shareholders that it does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday, May 27, 2016, in accordance with TRC Capital's offering documents. The Company is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
A copy of the Company's press release containing additional information regarding TRC Capital's unsolicited mini-tender offer is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
99.1
 
Press release of Starbucks Corporation dated May 4, 2016






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
 
 
 
Dated: May 4, 2016
  
 
 
 
By:  
/s/ Lucy Lee Helm
 
 
Lucy Lee Helm
 
 
executive vice president, general counsel and secretary





Exhibit 99.1
Starbucks Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Corporation
SEATTLE--May 4, 2016 -- Starbucks Corporation (NASDAQ: SBUX) today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC Capital) to purchase up to 2 million shares of Starbucks common stock at a price of $54.38 per share in cash. The offering price is 4.43 percent below the closing price per share of Starbucks common stock on April 27, 2016, the last trading day prior to the commencement of the offer. The offer is for approximately 0.14 percent of the outstanding shares of Starbucks common stock.
Starbucks does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Starbucks is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
Mini-tender offers are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." More on the SEC's guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm . TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. Starbucks recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Friday, May 27, 2016, in accordance with TRC Capital’s offering documents.
Starbucks encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm .
Starbucks requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to Starbucks shares of common stock.
About Starbucks
Since 1971, Starbucks Coffee Company has been committed to ethically sourcing and roasting high-quality  arabica  coffee. Today, with stores around the globe, the company is the premier roaster and retailer of specialty coffee in the world. Through our unwavering commitment to excellence and our guiding principles, we bring the unique  Starbucks Experience  to life for every customer through every cup. To share in the experience, please visit us in our stores or online at  news.starbucks.com  or  www.starbucks.com .

Source: Starbucks Corporation
Starbucks Contact, Investor Relations:
Durga Doraisamy, 206-318-7118
investorrelations@starbucks.com
or
Starbucks Contact, Media:
Alisha Damodaran, 206-318-7100
press@starbucks.com


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