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 (3.800% Medium-Term Notes Due 2028)

 

$ 547,255,500

 

$ 68,133.31

 


 

(1)                                           Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

 

(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. 333-226380), filed by McDonald’s Corporation on July 27, 2018, 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. 333-226380

 

PRICING SUPPLEMENT NO. 2, Dated August 13, 2018

(To Prospectus Dated July 27, 2018 and

  Prospectus Supplement Dated July 27, 2018)

 

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.

 

These Notes constitute a further issuance of, and are consolidated and form a single series with, the outstanding 3.800% Medium-Term Notes Due 2028 that McDonald’s Corporation issued on March 16, 2018. Upon completion of this offering, the aggregate principal amount of outstanding Notes of this series will be USD 1.05 Billion.

 

Principal Amount:

 

USD 550,000,000

 

 

 

Issue Price:

 

99.501% of the principal amount of the Notes, plus accrued interest from and including March 16, 2018 in the amount of $8,650,277.78

 

 

 

Original Issue Date:

 

August 15, 2018

 

 

 

Stated Maturity:

 

April 1, 2028

 

 

 

Interest Rate:

 

3.800% per annum

 

 

 

Interest Payment Dates:

 

April 1 and October 1 of each year, beginning October 1, 2018

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

 

 

 

Regular Record Dates:

 

March 15 and September 15 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 January 1, 2028 (three 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 that would be due if such Notes matured on January 1, 2028 (three months prior to Stated Maturity), but for the redemption (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 15 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 January 1, 2028 (three 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 (assuming, for this purpose, that such Notes matured on January 1, 2028) 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.

 

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“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 J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, 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:

 

 

 

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Initial Accrual Period OID:

 

 

 

 

 

Calculation Agent (if other than Principal Paying Agent):

 

 

 

Agents’ Discount:

 

0.450% of the principal amount of the Notes

 

 

 

Net proceeds to Company:

 

99.051% of the principal amount of the Notes, plus accrued interest from and including March 16, 2018 in the amount of $8,650,277.78

 

 

 

Agents’ Capacity:

 

o  Agent   x  Principal

 

Agents:

 

Joint Bookrunners:

 

Goldman Sachs & Co. LLC

 

 

J.P. Morgan Securities LLC

 

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 

 

Mizuho Securities USA LLC

 

 

Citigroup Global Markets Inc.

 

 

SG Americas Securities, LLC

 

 

Wells Fargo Securities, LLC

 

 

 

Co-Managers:

 

BMO Capital Markets Corp.

 

 

The Williams Capital Group, L.P.

 

 

ANZ Securities, Inc.

 

 

Barclays Capital Inc.

 

 

BNP Paribas Securities Corp.

 

 

Citizens Capital Markets, Inc.

 

 

Commerz Markets LLC

 

 

Credit Agricole Securities (USA) Inc.

 

 

HSBC Securities (USA) Inc.

 

 

ING Financial Markets LLC

 

 

Morgan Stanley & Co. LLC

 

 

MUFG Securities Americas Inc.

 

 

PNC Capital Markets LLC

 

 

Rabo Securities USA, Inc.

 

 

RBC Capital Markets, LLC

 

 

Scotia Capital (USA) Inc.

 

 

SMBC Nikko Securities America, Inc.

 

 

Standard Chartered Bank

 

 

SunTrust Robinson Humphrey, Inc.

 

 

TD Securities (USA) LLC

 

 

UniCredit Capital Markets LLC

 

 

U.S. Bancorp Investments, Inc.

 

 

Westpac Capital Markets LLC

 

 

Academy Securities, Inc.

 

 

Loop Capital Markets LLC

 

 

Penserra Securities LLC

 

 

Siebert Cisneros Shank & Co., L.L.C.

 

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CUSIP:

 

58013MFF6

 

Plan of Distribution to Agents:

 

Agent

Principal Amount

Goldman Sachs & Co. LLC

$89,100,000

J.P. Morgan Securities LLC

89,100,000

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

89,100,000

Mizuho Securities USA LLC

89,100,000

Citigroup Global Markets Inc.

27,225,000

SG Americas Securities, LLC

27,225,000

Wells Fargo Securities, LLC

27,225,000

BMO Capital Markets Corp.

8,800,000

The Williams Capital Group, L.P.

5,500,000

ANZ Securities, Inc.

4,125,000

Barclays Capital Inc.

4,125,000

BNP Paribas Securities Corp.

4,125,000

Citizens Capital Markets, Inc.

4,125,000

Commerz Markets LLC

4,125,000

Credit Agricole Securities (USA) Inc.

4,125,000

HSBC Securities (USA) Inc.

4,125,000

ING Financial Markets LLC

4,125,000

Morgan Stanley & Co. LLC

4,125,000

MUFG Securities Americas Inc.

4,125,000

PNC Capital Markets LLC

4,125,000

Rabo Securities USA, Inc.

4,125,000

RBC Capital Markets, LLC

4,125,000

Scotia Capital (USA) Inc.

4,125,000

SMBC Nikko Securities America, Inc.

4,125,000

Standard Chartered Bank

4,125,000

SunTrust Robinson Humphrey, Inc.

4,125,000

TD Securities (USA) LLC

4,125,000

UniCredit Capital Markets LLC

4,125,000

U.S. Bancorp Investments, Inc.

4,125,000

Westpac Capital Markets, LLC

4,125,000

Academy Securities, Inc.

2,750,000

Loop Capital Markets LLC

2,750,000

Penserra Securities LLC

2,750,000

Siebert Cisneros Shank & Co., L.L.C.

 

2,750,000

Total

$550,000,000

 

Additional Information Regarding Agents:

 

Standard Chartered Bank will not effect any offers or sales of any notes in the U.S. unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

 

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Modification of Prospectus Supplement, dated July 27, 2018

 

The Prospectus Supplement, dated July 27, 2018, is modified as follows:

 

United States Tax Considerations:  The text under “U.S. Tax Considerations” summarizes certain U.S. federal income tax considerations that may be relevant to a beneficial owner of a note.  Insert the following text after the introductory paragraphs:

 

Qualified Reopening of 3.800% Medium-Term Notes Due 2028

 

Notes issued as part of the “qualified reopening” of a previous issue of notes are treated as part of the original issue and, consequently, are deemed to have the same issue date and the same issue price as the original notes for U.S. federal income tax purposes. It is expected that this offering of the 3.800% Medium-Term Notes Due 2028 (the “2028 Notes”) will meet the requirements for a “qualified reopening” of the initial offering of the 2028 Notes under applicable U.S. Treasury regulations and therefore that the 2028 Notes issued in this offering will have the same issue date and same issue price as the original 2028 Notes for U.S. federal income tax purposes.

 

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