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MCDONALDS CORP — Regulatory Filings 2018
Aug 14, 2018
29783_prs_2018-08-14_57ff82b2-8e50-40e6-a284-e62de7138f92.zip
Regulatory Filings
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424B2 1 a18-18752_4424b2.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 (4.450% Medium-Term Notes Due 2048) | $ 746,407,500 | $ 92,927.73 |
(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 McDonalds Corporation on July 27, 2018, in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-226380
*PRICING SUPPLEMENT NO. 3, Dated August 13, 2018*
(To Prospectus Dated July 27, 2018 and
Prospectus Supplement Dated July 27, 2018)
*McDONALDS 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 750,000,000 |
|---|---|
| Issue Price : | 99.521 % of the principal amount of the Notes |
| Original Issue Date : | August 15, 2018 |
| Stated Maturity : | September 1, 2048 |
| Interest Rate : | 4.450% per annum |
| Interest Payment Dates : | March 1 and September 1 of each year, beginning March 1, 2019 |
| [Applicable only if other than February 15 and August 15 of each year] | |
| Regular Record Dates : | February 15 and August 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] |
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| 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 McDonalds 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 March 1, 2048 (six month prior to Stated Maturity) at the Companys 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 March 1, 2048 (six 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 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 March 1, 2048 (six months prior to Stated Maturity) at the Companys 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 March 1, 2048) 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.
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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. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA 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 : | ||
|---|---|---|
| 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) : |
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| Agents Discount : | 0.875% of the principal amount of the Notes |
|---|---|
| Net proceeds to Company : | 98.646% of the principal amount of the Notes |
| 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 : |
|---|
| Plan of Distribution to Agents : |
| Agent | Principal Amount |
|---|---|
| Goldman Sachs & Co. LLC | $121,500,000 |
| J.P. Morgan Securities LLC | 121,500,000 |
| Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | 121,500,000 |
| Mizuho Securities USA LLC | 121,500,000 |
| Citigroup Global Markets Inc. | 37,125,000 |
| SG Americas Securities, LLC | 37,125,000 |
| Wells Fargo Securities, LLC | 37,125,000 |
| BMO Capital Markets Corp. | 12,000,000 |
| The Williams Capital Group, L.P. | 7,500,000 |
| ANZ Securities, Inc. | 5,625,000 |
| Barclays Capital Inc. | 5,625,000 |
| BNP Paribas Securities Corp. | 5,625,000 |
| Citizens Capital Markets, Inc. | 5,625,000 |
| Commerz Markets LLC | 5,625,000 |
| Credit Agricole Securities (USA) Inc. | 5,625,000 |
| HSBC Securities (USA) Inc. | 5,625,000 |
| ING Financial Markets LLC | 5,625,000 |
| Morgan Stanley & Co. LLC | 5,625,000 |
| MUFG Securities Americas Inc. | 5,625,000 |
| PNC Capital Markets LLC | 5,625,000 |
| Rabo Securities USA, Inc. | 5,625,000 |
| RBC Capital Markets, LLC | 5,625,000 |
| Scotia Capital (USA) Inc. | 5,625,000 |
| SMBC Nikko Securities America, Inc. | 5,625,000 |
| Standard Chartered Bank | 5,625,000 |
| SunTrust Robinson Humphrey, Inc. | 5,625,000 |
| TD Securities (USA) LLC | 5,625,000 |
| UniCredit Capital Markets LLC | 5,625,000 |
| U.S. Bancorp Investments, Inc. | 5,625,000 |
| Westpac Capital Markets, LLC | 5,625,000 |
| Academy Securities, Inc. | 3,750,000 |
| Loop Capital Markets LLC | 3,750,000 |
| Penserra Securities LLC | 3,750,000 |
| Siebert Cisneros Shank & Co., L.L.C. | 3,750,000 |
| Total | $750,000,000 |
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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