Mcdonald's Corporation
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BASE PROSPECTUS McDonald’s Corporation (Incorporated in the State of Delaware, United States of America) as Issuer U.S.$6,500,000,000 PROGRAM FOR THE ISSUANCE OF EURO MEDIUM-TERM NOTES Application has been made to the Luxembourg Stock Exchange for Notes (the “Notes”) issued under the Program for the Issuance of Euro Medium-Term Notes (the “Program”) described in this Base Prospectus (the “Base Prospectus”) to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. However, Notes may also be issued under the Program which are not listed on any exchange. Further, Notes that are initially listed on an exchange may subsequently be de-listed, as described in the section “European Union Transparency Directive,” contained herein. This Base Prospectus will be updated on an annual basis. Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Notes may not be offered, sold or delivered within the United States of America (the “United States” or the “U.S.”) or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act), unless the Notes are registered under the Securities Act or an exemption therefrom is available. An investment in Notes issued under the Program involves certain risks. For a discussion of these risks, see the “Risk Factors” section contained in this Base Prospectus. Arranger for the Program MORGAN STANLEY Dealers ABN AMRO BANC OF AMERICA SECURITIES LIMITED BARCLAYS CAPITAL BNP PARIBAS CITIGROUP FORTIS BANK GOLDMAN SACHS INTERNATIONAL HSBC ING WHOLESALE BANKING JPMORGAN MERRILL LYNCH INTERNATIONAL MIZUHO INTERNATIONAL PLC MORGAN STANLEY RABOBANK INTERNATIONAL SCOTIA CAPITAL INC. SOCIETE GENERALE CORPORATE & INVESTMENT BANKING STANDARD CHARTERED BANK UNICREDIT GROUP (HVB) WESTLB AG December 14, 2006 McDonald’s Corporation (the “Issuer,” the “Company” and the “Responsible Person”) accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer confirms that such information as may be contained herein has been accurately reproduced and that, so far as the Issuer is aware, and is able to ascertain from information published by the Issuer, no facts have been omitted which would render the reproduced information inaccurate or misleading. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Final Terms (as defined herein) of the Notes herein, in which event a supplementary prospectus or further Base Prospectus, if appropriate, will be made available that will describe the effect of agreement reached in relation to such Notes. This Base Prospectus should be read and construed with any supplement thereto and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of Notes, should be read and construed together with the relevant Final Terms. This Base Prospectus will be updated on an annual basis. No person has been authorized by the Issuer to give any information or to make any representation not contained in or consistent with this Base Prospectus or any other document entered into in relation to the Program or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorized by the Issuer or any Dealer. See “Risk Factors” beginning on page 12 for a discussion of certain factors to be considered in connection with an investment in the Notes. This Base Prospectus, together with any supplemental prospectus, is a “base prospectus” for the purposes of the Prospectus Directive (Directive 2003/71/EEC) (the “Prospectus Directive”) and its implementing rules and regulations. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions, including in the United States and the United Kingdom, may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms come are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see the section “Subscription and Sale,” contained herein. In particular, the Notes have not been and will not be registered under the Securities Act, and may include Notes in bearer form that are subject to U.S. tax law requirements. Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act), unless the Notes are registered under the Securities Act or an exemption therefrom is available. Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. This Base Prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons”). The Notes will only be available to Relevant Persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will only be with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. To the extent that the offer of any Notes is made in any European Economic Area (“EEA”) Member State that has implemented the Prospectus Directive before the date of publication of a valid prospectus in relation to such Notes which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or, where appropriate, published in accordance with the Prospectus Directive and notified to 2 the competent authority in that Member State in accordance with the Prospectus Directive), the offer is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do not require the Issuer to publish a prospectus pursuant to the Prospectus Directive. Application has been made to the Luxembourg Stock Exchange for Notes to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for purposes of the Investment Services Directive (Directive 93/22/EC) (an “EEA regulated market”). Notes to be issued under the Program may be admitted to listing and trading and/or quotation on other or further stock exchanges. The Issuer may elect to issue Notes under the Program that will not be listed on any stock exchange. Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer or any Dealer that any recipient of the Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of the Base Prospectus or any Final Terms shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer. The Dealers have not separately verified the information contained in this Base Prospectus. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information relating to the Issuer contained in this Base Prospectus. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no material adverse change in the financial situation of the Issuer since the date thereof or, as the case may be, the date upon which this Base Prospectus has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this Base Prospectus by reference or that any other information supplied in connection with the Program is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. All references in this Base Prospectus to “U.S. dollars”, “U.S.$” or “$” are to the lawful currency of the United States, all references to “£” or “pounds sterling” are to the lawful currency of the United Kingdom, and all references to “A$” or “Australian dollars” are to the lawful currency of the Commonwealth of Australia.