Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-258270
PRICING SUPPLEMENT NO. 1 Dated September 6, 2022
(To Prospectus Dated July 29, 2021 and
Prospectus Supplement Dated July 29, 2021)
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 750,000,000 |
|
|
Issue Price: |
99.556% of the principal amount
of the Notes |
|
|
Original Issue Date: |
September 9, 2022 (T+3)1 |
|
|
Stated Maturity: |
September 9, 2032 |
|
|
Interest Rate: |
4.600% per annum |
|
|
Interest Payment Dates: |
March 9 and September 9 of each year, beginning
March 9, 2023 |
[Applicable only if other
than February 15 and August 15 of each year] |
|
|
Regular
Record Dates: |
February 22 and August 25 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 ¨
Certificated |
Specified
Currency:
[Applicable only if other than U.S. dollars]
Option
to Receive Payments in Specified Currency: ¨ Yes ¨ 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]
1 It is expected that delivery of the Notes will be made
against payment therefor on or about September 9, 2022, which will be the third business day following the date of pricing of the Notes,
or “T+3.” Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the United States secondary market
generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the Notes on the date of pricing will be required, by virtue of the fact the Notes initially will settle in T+3, to
specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Each purchaser should consult their
own advisor.
Optional Redemption: | ¨ | 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:
| ¨ | 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:
Prior to June 9, 2032 (the “Par Call Date”), the Company may redeem the Notes
at its option, in whole or in part, at any time and from time to time, at a redemption price
(expressed as a percentage of principal amount and rounded to three decimal places) equal
to the greater of: |
| (1) | (a) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming
the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 20 basis points, less (b) interest accrued
to the redemption date, and |
| (2) | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid
interest thereon to the redemption date.
On or after the Par Call Date, the Company may redeem the
Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” means, with
respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined
by the Company as of 4:15 p.m., New York City time (or as of such time as yields on U.S. government securities are posted daily by the
Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields
for the most recent day that appear as of such time on such day in the most recent statistical release published by the Board of Governors
of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication)
(“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or
any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the
“Remaining Life”); (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than the Remaining Life and one
yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
If on the third business day preceding
the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal
to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding the redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date. If there is no United
States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date
equally distant from the Par Call Date – one with a maturity date preceding the Par Call Date and one with a maturity date following
the Par Call Date – the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date.
If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities
the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United
States Treasury securities at 11:00 a.m., New York City time on the second business day preceding the redemption date. For purposes of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices for such United States Treasury security (expressed as a percentage of principal amount and rounded to three
decimal places) at 11:00 a.m., New York City time, on the second business day preceding the redemption date.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error, and the trustee shall have
no duty to confirm or verify any such determination.
Unless the Company defaults in payment
of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof 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: |
¨ Yes x No |
Amortizing Schedule:
|
|
|
|
|
Outstanding Balance |
Repayment Date |
Repayment Amount |
Following Repayment Amount |
Optional Repayment: |
¨ Yes x No |
Optional Repayment Dates:
Optional Repayment Prices:
Original Issue Discount Note: |
¨ 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: |
0.450% of the principal amount of the Notes |
Net proceeds to Company: |
99.106% of the principal amount of the Notes |
|
|
Agents’ Capacity: |
¨ Agent x Principal |
Agents:
Joint Bookrunners: |
Citigroup Global Markets Inc. |
|
Goldman Sachs & Co. LLC |
|
SG Americas Securities, LLC |
|
Wells Fargo Securities, LLC |
|
Citizens Capital Markets, Inc. |
|
MUFG Securities Americas Inc. |
|
RBC Capital Markets, LLC |
|
Truist Securities, Inc. |
|
|
Co-Managers: |
ANZ Securities, Inc. |
|
Barclays Capital Inc. |
|
BMO Capital Markets Corp. |
|
BNP Paribas Securities Corp. |
|
BofA Securities, Inc. |
|
Commerz Markets LLC |
|
Credit Agricole Securities (USA) Inc. |
|
HSBC Securities (USA) Inc. |
|
ING Financial Markets LLC |
|
J.P. Morgan Securities LLC |
|
Mizuho Securities USA LLC |
|
Morgan Stanley & Co. LLC |
|
PNC Capital Markets LLC |
|
Rabo Securities USA, Inc. |
|
SMBC Nikko Securities America, Inc. |
|
Standard Chartered Bank |
|
TD Securities (USA) LLC |
|
UniCredit Capital Markets LLC |
|
U.S. Bancorp Investments, Inc. |
|
Westpac Capital Markets, LLC |
|
Bancroft Capital Inc. |
|
Cabrera Capital Markets, LLC |
|
CastleOak Securities, L.P. |
|
Drexel Hamilton, LLC |
|
Penserra Securities LLC |
|
Telsey Advisory Group LLC |
|
|
CUSIP: |
58013M FS8 |
|
|
ISIN: |
US58013MFS89 |
Plan
of Distribution to Agents:
Agent | |
Principal
Amount | |
Citigroup Global Markets Inc. | |
$ | 133,125,000 | |
Goldman Sachs & Co. LLC | |
| 133,125,000 | |
SG Americas Securities, LLC | |
| 133,125,000 | |
Wells Fargo Securities, LLC | |
| 133,125,000 | |
Citizens Capital Markets, Inc. | |
| 30,000,000 | |
MUFG Securities Americas Inc. | |
| 30,000,000 | |
RBC Capital Markets, LLC | |
| 30,000,000 | |
Truist Securities, Inc. | |
| 30,000,000 | |
ANZ Securities, Inc. | |
| 3,750,000 | |
Barclays Capital Inc. | |
| 3,750,000 | |
BMO Capital Markets Corp. | |
| 3,750,000 | |
BNP Paribas Securities Corp. | |
| 3,750,000 | |
BofA Securities, Inc. | |
| 3,750,000 | |
Commerz Markets LLC | |
| 3,750,000 | |
Credit Agricole Securities (USA) Inc. | |
| 3,750,000 | |
HSBC Securities (USA) Inc. | |
| 3,750,000 | |
ING Financial Markets LLC | |
| 3,750,000 | |
J.P. Morgan Securities LLC | |
| 3,750,000 | |
Mizuho Securities USA LLC | |
| 3,750,000 | |
Morgan Stanley & Co. LLC | |
| 3,750,000 | |
PNC Capital Markets LLC | |
| 3,750,000 | |
Rabo Securities USA, Inc. | |
| 3,750,000 | |
SMBC Nikko Securities America, Inc. | |
| 3,750,000 | |
Standard Chartered Bank | |
| 3,750,000 | |
TD Securities (USA) LLC | |
| 3,750,000 | |
UniCredit Capital Markets LLC | |
| 3,750,000 | |
U.S. Bancorp Investments, Inc. | |
| 3,750,000 | |
Westpac Capital Markets, LLC | |
| 3,750,000 | |
Bancroft Capital Inc. | |
| 3,750,000 | |
Cabrera Capital Markets, LLC | |
| 3,750,000 | |
CastleOak Securities, L.P. | |
| 3,750,000 | |
Drexel Hamilton, LLC | |
| 3,750,000 | |
Penserra Securities LLC | |
| 3,750,000 | |
Telsey Advisory Group LLC | |
| 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.
Modification of Prospectus Supplement, dated July 29, 2021
The Prospectus Supplement, dated July 29, 2021, is modified as
follows:
| (1) | Marketing
Legends: The text appearing on pages S-ii and S-iii shall be replaced in its entirety
with the following six paragraphs: |
None of this prospectus supplement,
the accompanying prospectus and any related pricing supplement is a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus
Regulation”). This prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared
on the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) will only be made
to a legal entity which is a qualified investor under the Prospectus Regulation (“EEA Qualified Investors”). Accordingly
any person making or intending to make an offer in that Member State of notes that are the subject of the offering contemplated in this
prospectus supplement, the accompanying prospectus and any related pricing supplement may only do so with respect to EEA Qualified Investors.
Neither we nor the agents have authorized, nor do we or the agents authorize, the making of any offer of notes other than to EEA Qualified
Investors.
PROHIBITION
OF SALES TO EEA RETAIL INVESTORS — The notes are not intended to be offered, sold or otherwise made available, and should
not be offered, sold or otherwise made available, to any retail investor in the EEA. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID
II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014,
as amended (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
None of this prospectus supplement,
the accompanying prospectus and any related pricing supplement is a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms
part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal
Agreement) Act 2020 (the “EUWA”) (the “UK Prospectus Regulation”). This prospectus supplement,
the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of notes in the United
Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK Qualified
Investors”). Accordingly any person making or intending to make an offer in the United Kingdom of notes that are the subject
of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related pricing supplement may only do
so with respect to UK Qualified Investors. Neither we nor the agents have authorized, nor do we or the agents authorize, the making of
any offer of notes other than to UK Qualified Investors.
PROHIBITION
OF SALES TO UNITED KINGDOM RETAIL INVESTORS — The notes are not intended to be offered, sold or otherwise made available,
and should not be offered, sold or otherwise made available, to any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law of the United Kingdom by virtue of the EUWA; (ii) a customer within the meaning of the provisions of
the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue
of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the “UK
PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the United
Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the
United Kingdom may be unlawful under the UK PRIIPs Regulation.
MIFID
II/ UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET — The pricing supplement in respect of any notes may include a legend
entitled “MiFID II Product Governance” and/or “UK MiFIR Product Governance” which will outline the target market
assessment in respect of the notes and which channels for distribution of the notes are appropriate. Any person subsequently offering,
selling or recommending the notes (a “distributor”) should take into consideration the target market assessment. However,
a distributor subject to MiFID II and/or FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR
Product Governance Rules”), as applicable, is responsible for undertaking its own target market assessment in respect of the
notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination
will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive
2017/593, as amended (the “MiFID Product Governance Rules”), and/or the UK MiFIR Product Governance Rules, as applicable,
any agent subscribing for any notes is a manufacturer in respect of such notes, but otherwise neither the agents nor any of their respective
affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules,
as applicable. We make no representation or warranty as to any manufacturer’s or distributor’s compliance with the MiFID
Product Governance Rules and/or the UK MiFIR Product Governance Rules, as applicable.
The communication of this prospectus
supplement, the accompanying prospectus, any related pricing supplement and any other document or materials relating to the notes is
not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of
the FSMA. Accordingly, such documents and/or materials are not being distributed, and must not be passed on, to the general public in
the United Kingdom. This document and such other documents and/or materials are for distribution only to persons who (i) have professional
experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)),
(ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons
to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant
persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this prospectus supplement, the accompanying prospectus, any related
pricing supplement and any other document or materials relates will be engaged in only with, relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any related
pricing supplement or any of their contents.
| (2) | Plan
of Distribution: The text under “Plan of Distribution” is amended as follows: |
| (a) | The
text appearing under the subheading “Prohibition of Sales to EEA Retail Investors”
on page S-50 shall be replaced in its entirety with the following: |
Prohibition of Sales to EEA Retail Investors
Each agent
has represented and agreed, and each further agent appointed under the Distribution Agreement will be required to represent and agree,
that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available, any notes which are the
subject of the offering contemplated by this prospectus supplement as completed by the pricing supplement in relation thereto to any
retail investor in the EEA. For the purposes of this provision:
| (a) | the expression “retail investor” means a person
who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of MiFID
II; |
| (ii) | a customer within the meaning of
the Insurance Distribution Directive, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or |
| (iii) | not a qualified investor as defined in the Prospectus Regulation;
and |
| (b) | the expression “offer”
includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase
or subscribe for the notes. |
| (b) | The
text appearing under the subheading “Prohibition of Sales to United Kingdom Retail
Investors” on page 51 shall be replaced in its entirety with the following: |
Prohibition of Sales to United Kingdom Retail Investors
Each agent has represented and
agreed, and each further agent appointed under the Distribution Agreement will be required to represent and agree, that it has not offered,
sold or otherwise made available and will not offer, sell or otherwise make available any notes which are the subject of the offering
contemplated by this prospectus supplement as completed by the pricing supplement in relation thereto to any retail investor in the United
Kingdom. For the purposes of this provision:
| (a) | the expression “retail investor” means a person
who is one (or more) of the following: |
| (i) | a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA; |
| (ii) | a customer within the meaning of
the provisions of the FSMA and any rules or regulations made under the FSMA to implement
the Insurance Distribution Directive, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law of the United Kingdom by virtue of the EUWA; or |
| (iii) | not a qualified investor as defined in Article 2 of the UK Prospectus
Regulation; and |
| (b) | the expression “offer”
includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase
or subscribe for the notes. |
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