424B2 1 a15-12373_2424b2.htm 424B2

 

CALCULATION OF REGISTRATION FEE

 

 

 

Maximum Aggregate

 

Amount of

 

Title of Each Class of Securities to be Registered

 

Offering Price

 

Registration Fee(1)(2)

 

Debt Securities (4.600% Medium-Term Notes Due 2045)

 

$

599,808,000

 

$

69,697.69

 

 


(1)                                             Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.  No additional registration fee has been paid with respect to this offering.

 

(2)                                             This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the Registration Statement on Form S-3 (No. 333-184198), filed by McDonald’s Corporation on September 28, 2012, in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.

 



 

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-184198

 

PRICING SUPPLEMENT NO. 5, Dated May 18, 2015

(To Prospectus Dated September 28, 2012 and

Prospectus Supplement Dated September 28, 2012)

 

McDONALD’S CORPORATION

 

Medium-Term Notes

(Fixed Rate Notes)

Due From One Year to 60 Years From Date of Issue

 

The following description of the terms of the Notes offered hereby supplements, and, to the extent

inconsistent therewith, replaces, the descriptions included in the Prospectus and

Prospectus Supplement referred to above, to which descriptions reference is hereby made.

 

Principal Amount:

 

USD 600,000,000

 

 

 

 

 

 

 

Issue Price:

 

99.968% of the principal amount of the Notes

 

 

 

 

 

 

 

Original Issue Date:

 

May 26, 2015

 

 

 

 

 

 

 

Stated Maturity:

 

May 26, 2045

 

 

 

 

 

 

 

Interest Rate:

 

4.600% per annum

 

 

 

 

 

 

 

Interest Payment Dates:

 

May 26 and November 26 of each year, commencing November 26, 2015

 

 

[Applicable only if other than February 15 and August 15 of each year]

 

 

 

 

 

 

 

Regular Record Dates:

 

May 12 and November 12 of each year, as the case may be

 

 

[Applicable only if other than February 1 and August 1 of each year]

 

 

 

 

 

 

 

Form:

 

x Book-Entry     o Certificated

 

 

 

 

 

 

 

Specified Currency:

 

 

 

 

[Applicable only if other than U.S. dollars]

 

 

 

 

 

Option to Receive Payments in Specified Currency:     o Yes o No

 

 

[Applicable only if Specified Currency is other than U.S. dollars and if Note is not in Book Entry form]

 

 

 

 

 

 

 

Authorized Denominations:

 

 

 

 

[Applicable only if other than U.S. $1,000 and increments of U.S. $1,000, or if Specified Currency is other than U.S. dollars]

 

 

 

 

 

Method of Payment of Principal:

 

 

 

 

[Applicable only if other than immediately available funds]

 

 

 



 

Optional Redemption:

 

o

The Notes cannot be redeemed prior to Stated Maturity.

 

 

 

 

 

 

 

 

x

The Notes can be redeemed in whole or in part at any time prior to Stated Maturity at the option of McDonald’s Corporation (the “Company”) as set forth below.

 

 

 

 

Optional Redemption Dates:

 

At any time prior to Stated Maturity at the option of the Company as set forth below.

 

Redemption Prices:

 

o            The Redemption Price shall initially be              % of the principal amount of the Note to be redeemed and shall decline at each anniversary of the initial Optional Redemption Date by             % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount; provided, however, that if this Note is an Original Issue Discount Note, the Redemption Price shall be the Amortized Face Amount of the principal amount to be redeemed.

 

x           Other:  The Notes will be redeemable in whole or in part, at any time prior to November 26, 2044 (six months prior to Stated Maturity) at the Company’s option, at a redemption price equal to the greater of:

 

(1)           100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on those Notes to the redemption date; or

 

(2)                                 the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest on those Notes to the redemption date.

 

The Notes will be redeemable in whole or in part, at any time on or after November 26, 2044 (six months prior to Stated Maturity) at the Company’s option, at a redemption price equal to 100% of the principal amount of such series of the Notes to be redeemed, plus accrued and unpaid interest on those Notes to the redemption date.

 

For purposes of the determination of the redemption price, the following definitions shall apply:

 

“Business Day” means any day that is not a day on which banking institutions in New York City are authorized or required by law or regulation to close.

 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed.

 

“Comparable Treasury Price” means, with respect to any redemption date, the average of the available Reference Treasury Dealer Quotations for that redemption date.

 

“Independent Investment Banker” means one of the Reference Treasury Dealers selected by the Company.

 



 

“Reference Treasury Dealer” means four primary U.S. Government securities dealers in New York City, New York (a “Primary Treasury Dealer”), which shall include Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Morgan Stanley & Co. LLC, and their respective successors; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer, the Company shall substitute for it another Primary Treasury Dealer.

 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding the redemption date.

 

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue for the Notes to be redeemed, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date.

 

Unless the Company defaults in payment of the redemption price, after the redemption date interest will cease to accrue on the Notes or portion of the Notes called for redemption.

 

Sinking Fund:

 

x The Notes are not subject to a Sinking Fund.

 

 

 

 

 

 

 

 

 

o The Notes are subject to a Sinking Fund.

 

 

 

 

 

 

 

Sinking Fund Dates:

 

 

 

 

 

 

 

 

 

Sinking Fund Amounts:

 

 

 

 

 

 

 

 

 

Amortizing Note:

 

o Yes     x No

 

 

 

 

 

 

 

Amortizing Schedule:

 

 

 

 

 

 

 

 

Outstanding Balance

 

Repayment Date

Repayment Amount

 

Following Repayment Amount

 

 

 

 

Optional Repayment:

 

o Yes     x No

 

 

 

 

 

 

 

Optional Repayment Dates:

 

 

 

 

 

 

 

Optional Repayment Prices:

 

 

 

 

 

 

 

Original Issue Discount Note:

 

o Yes     x No

 

 

 

 

 

 

 

Total Amount of OID:

 

 

 

 

 

 

 

 

 

Yield to Stated Maturity:

 

 

 

 

 

 

 

Initial Accrual Period OID:

 

 

 

 

 

 

 

Calculation Agent (if other than Principal Paying Agent):

 

 

 



 

Agents’ Discount:

 

0.875% of the principal amount of the Notes

 

 

 

 

 

 

 

Net proceeds to Company:

 

99.093% of the principal amount of the Notes

 

 

 

 

 

 

 

Agents’ Capacity:

 

o Agent     x Principal

 

 

 

Agents:

 

 

Joint Bookrunners:

Citigroup Global Markets Inc.

 

 

Goldman, Sachs & Co.

 

 

J.P. Morgan Securities LLC

 

 

Merrill Lynch, Pierce, Fenner & Smith

 

 

Incorporated

 

 

Mizuho Securities USA Inc.

 

 

Morgan Stanley & Co. LLC

 

 

Wells Fargo Securities, LLC

 

 

 

 

Co-Managers:

ANZ Securities, Inc.

 

 

Blaylock Beal Van, LLC

 

 

Lebenthal & Co., LLC

 

 

Loop Capital Markets LLC

 

 

Mitsubishi UFJ Securities (USA), Inc.

 

 

RBC Capital Markets, LLC

 

 

Samuel A. Ramirez & Company, Inc.

 

 

Scotia Capital (USA) Inc.

 

 

SG Americas Securities, LLC

 

 

SunTrust Robinson Humphrey, Inc.

 

 

The Williams Capital Group, L.P.

 

 

U.S. Bancorp Investments, Inc.

 

 

CUSIP:

58013MEV2

 

 

Plan of Distribution:

 

 

Agent

 

Principal Amount

 

Goldman, Sachs & Co.

 

$

108,000,000

 

J.P. Morgan Securities LLC

 

108,000,000

 

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

 

108,000,000

 

Morgan Stanley & Co. LLC

 

108,000,000

 

Citigroup Global Markets Inc.

 

36,000,000

 

Mizuho Securities USA Inc.

 

36,000,000

 

Wells Fargo Securities, LLC

 

36,000,000

 

ANZ Securities, Inc.

 

6,000,000

 

Mitsubishi UFJ Securities (USA), Inc.

 

6,000,000

 

RBC Capital Markets, LLC

 

6,000,000

 

Scotia Capital (USA) Inc.

 

6,000,000

 

SG Americas Securities, LLC

 

6,000,000

 

SunTrust Robinson Humphrey, Inc.

 

6,000,000

 

The Williams Capital Group, L.P.

 

6,000,000

 

U.S. Bancorp Investments, Inc.

 

6,000,000

 

Blaylock Beal Van, LLC

 

3,000,000

 

Lebenthal & Co., LLC

 

3,000,000

 

Loop Capital Markets LLC

 

3,000,000

 

Samuel A. Ramirez & Company, Inc.

 

3,000,000

 

 

 

 

 

Total:

 

$

600,000,000

 

 



 

United States Tax Considerations:

 

The text under “United States Tax Considerations—U.S. Holders” in the Prospectus Supplement, dated September 28, 2012, summarizes certain U.S. federal income tax considerations that may be relevant to a holder of a note that is a “U.S. holder” (as defined therein).  The paragraph under the caption “United States Tax Considerations—U.S. Holders—Information Reporting and Backup Withholding” is amended to read in its entirety as follows:

 

The paying agent or other reporting agent will be required to file information returns with the IRS with respect to payments made to certain U.S. holders.  In addition, certain U.S. holders may be subject to a backup withholding tax (currently at a rate of 28%) in respect of these payments if they do not provide their taxpayer identification numbers to the paying agent or other reporting agent.

 

The text under “United States Tax Considerations—Non-U.S. Holders” in the Prospectus Supplement, dated September 28, 2012, summarizes certain U.S. federal income tax considerations that may be relevant to a holder of a note that is a “non-U.S. holder” (as defined therein).  The paragraph under the caption “United States Tax Considerations—Non-U.S. Holders” is amended to read in its entirety as follows:

 

If a holder is a non-resident alien individual or a foreign corporation that is the beneficial owner of the notes (a “non-U.S. holder”):

 

(a) payments of interest (including any original issue discount) on a note made to such non-U.S. holder will not be subject to withholding of U.S. federal income tax, provided that, with respect to payments of interest on a note, (i) the non-U.S. holder does not actually or constructively own 10 percent or more of the combined voting power of all classes of our stock and is not a controlled foreign corporation related to us through stock ownership; (ii) the beneficial owner provides a statement signed under penalties of perjury (typically, on IRS Form W-8BEN or W-8BEN-E) that includes its name and address and certifies that it is a non-U.S. holder in compliance with applicable requirements (or satisfies certain documentary evidence requirements for establishing that it is a non-U.S. holder); (iii) the non-U.S. holder has provided any direct or indirect information with respect to its direct and indirect U.S. owners; and (iv) if the non-U.S. holder or any intermediary through which it holds notes is a “foreign financial institution” (as defined below), each such entity has entered into an agreement with the U.S. government, pursuant to which it agrees, among other responsibilities, to collect and provide to the U.S. tax authorities information about its direct and indirect U.S. accountholders and investors, or otherwise establishes an exemption; and

 

(b) such non-U.S. holder will not be subject to U.S. federal income tax on gain realized on the sale, exchange or redemption of the note, provided that, (i) the gain of such holder is not effectively connected with the holder’s conduct of a trade or business in the United States (and, if certain treaties apply, is not attributable to a permanent establishment maintained by the non-U.S. holder within the United States); (ii) if the non-U.S. holder is an individual holder, such holder is not present in the United States for 183 days or more in the taxable year of the sale,

 



 

exchange or redemption (and does not satisfy certain other conditions); and (iii) in the case of a sale, exchange, redemption or other taxable disposition of a note effected on or after January 1, 2017, (x) the non-U.S. holder has provided any direct or indirect information with respect to its direct and indirect U.S. owners; and (y) if the non-U.S. holder or any intermediary through which it holds notes is a “foreign financial institution” (as defined below), each such entity has entered into an agreement with the U.S. government, pursuant to which it agrees, among other responsibilities, to collect and provide to the U.S. tax authorities information about its direct and indirect U.S. accountholders and investors, or otherwise establishes an exemption.

 

If U.S. tax is imposed as a result of a failure to comply with the documentation requirements described in clauses (a)(iii) and (iv) or (b)(iii) above, the beneficial owner may be entitled to a refund if the required information is provided to the IRS.

 

For purposes of the discussion in paragraphs (a) and (b) above, a “foreign financial institution” generally is a non-U.S. entity that (i) accepts deposits in the ordinary course of a banking or similar business; (ii) as a substantial portion of its business, holds financial assets for the account of others; or (iii) is engaged (or holds itself out as being engaged) primarily in the business of investing, reinvesting, or trading in securities, partnership interests or commodities, or interests in securities, partnership interests or commodities.

 

U.S. information reporting requirements and backup withholding tax will not apply to payments on a note made to a non-U.S. holder if the statement described in paragraph (a)(ii) above is duly provided.

 

Backup withholding is not an additional tax.  Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability.  A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for a refund with the IRS and furnishing the required information.

 

Legal Matters

 

The text under “Legal Matters” in both the Prospectus, dated September 28, 2012, and the Prospectus Supplement, dated September 28, 2012, is amended and restated in its entirety to read as follows:

 

Either Gloria Santona, our Corporate Executive Vice President, General Counsel and Secretary, or Robert L. Switzer, our Corporate Vice President — Associate General Counsel and Assistant Secretary, will pass upon the validity of the notes for us.  Ms. Santona and Mr. Switzer, each of whom is a full-time employee of ours, own, and have the right to acquire, through the exercise of options or otherwise, shares of our common stock directly and as a participant in various employee benefit plans.

 

Sidley Austin LLP, Chicago, Illinois, will pass upon the validity of the notes for the agents.