MCDONALDS CORP — Capital/Financing Update 2012

May 29, 2012

8-K 1 a12-12884_58k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 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): May 29, 2012

*McDONALD’S CORPORATION*

(Exact name of registrant as specified in its charter)

Delaware	1-5231	36-2361282
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

*One McDonald’s Plaza*

*Oak Brook, Illinois*

(Address of principal executive offices)

*60523*

(Zip Code)

Registrant’s telephone number, including area code: (630) 623-3000

*Not Applicable*

(Former Name or Former Address, if Changed Since Last Report)

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 ( see General Instruction A.2. below):

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))

SEQ.=1,FOLIO='',FILE='C:\JMS\105933\12-12884-5\task5376596\12884-5-ba.htm',USER='105933',CD='May 30 01:54 2012'

*Item 8.01. Other Events.*

On May 29, 2012, McDonald’s Corporation (the “Company”) issued U.S.$500,000,000 of the Company’s medium-term notes, pursuant to the Company’s existing medium-term notes program, as set forth in the Company’s Registration Statement on Form S-3 (Registration No. 333-162182), dated September 28, 2009, the related Prospectus and Prospectus Supplement, each dated September 28, 2009, and Pricing Supplement No. 7, dated May 23, 2012.

The Company further issued, on May 29, 2012, U.S.$400,000,000 of the Company’s medium-term notes, pursuant to the Company’s existing medium-term notes program, as set forth in the Company’s Registration Statement on Form S-3 (Registration No. 333-162182), dated September 28, 2009, the related Prospectus and Prospectus Supplement, each dated September 28, 2009, and Pricing Supplement No. 8, dated May 23, 2012.

A copy of the legal opinion of the Corporate Executive Vice President, General Counsel and Secretary of the Company relating to the issuance of an aggregate principal amount of U.S.$900,000,000 of the Company’s medium-term notes, as described herein, is filed herewith as Exhibit 5.

*Item 9.01. Financial Statements and Exhibits.*

(d) Exhibits.

Exhibit No.	Description
5	Legal Opinion of Gloria Santona, Corporate Executive Vice President, General Counsel and Secretary of McDonald’s Corporation.
23	Consent of Gloria Santona, Corporate Executive Vice President, General Counsel and Secretary of McDonald’s Corporation (included in the opinion filed as Exhibit 5 hereto).

SEQ.=1,FOLIO='',FILE='C:\JMS\105933\12-12884-5\task5376596\12884-5-ba.htm',USER='105933',CD='May 30 01:54 2012'

*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.

	McDONALD’S CORPORATION
	(Registrant)
Date: May 29, 2012	By:	/s/ Denise A. Horne
		Denise A. Horne
		Corporate Vice President -
		Associate General Counsel and Assistant Secretary

SEQ.=1,FOLIO='',FILE='C:\JMS\105933\12-12884-5\task5376596\12884-5-ba.htm',USER='105933',CD='May 30 01:54 2012'

Exhibit Index

Exhibit No.	Description
5	Legal Opinion of Gloria Santona, Corporate Executive Vice President, General Counsel and Secretary of McDonald’s Corporation.
23	Consent of Gloria Santona, Corporate Executive Vice President, General Counsel and Secretary of McDonald’s Corporation (included in the opinion filed as Exhibit 5 hereto).

SEQ.=1,FOLIO='',FILE='C:\JMS\105933\12-12884-5\task5376596\12884-5-ba.htm',USER='105933',CD='May 30 01:54 2012'