Amazon.com, Inc. (NASDAQ:AMZN) (“Amazon” or the “Company”) today
announced that it commenced an offer to exchange all validly
tendered (and not validly withdrawn) and accepted 5.200% Senior
Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the
“Whole Foods Market Notes”) issued by Whole Foods Market, Inc.
(“Whole Foods Market”) for 5.200% Notes due 2025 to be issued by
Amazon (the “Amazon Notes”). Amazon filed a Registration Statement
on Form S-4 (the “Registration Statement”) for the issuance of the
Amazon Notes with the Securities and Exchange Commission (“SEC”) on
November 20, 2017, but the Registration Statement has not yet been
declared effective. Completion of the exchange offer and consent
solicitation is expected to ease administration of our consolidated
indebtedness.
Amazon is also soliciting consent from holders of the Whole
Foods Market Notes to amend the indenture governing the Whole Foods
Market Notes to, among other things, eliminate (1) substantially
all of the restrictive covenants, (2) the change of control
provisions, (3) certain requirements that must be met for Whole
Foods Market to consolidate, merge or sell all or substantially all
of its assets, and (4) certain events of default in the indenture
governing the Whole Foods Market Notes so they will no longer apply
(collectively, the “Proposed Amendments”). If the Proposed
Amendments are adopted, any remaining Whole Foods Market Notes not
tendered and exchanged for Amazon Notes will be governed by the
amended indenture, which will be less restrictive and afford
reduced protections to any remaining holders of Whole Foods Market
Notes compared to those currently in place.
The exchange offer and consent solicitation (together, the
“Exchange Offer”) commenced on November 20, 2017 and expire at
11:59 p.m., New York City time, on December 19, 2017, unless
extended (the “Expiration Date”).
In exchange for each $1,000 principal amount of Whole Foods
Market Notes validly tendered and accepted before 5:00 p.m., New
York City time, on December 5, 2017, unless extended (the
“Early Participation Date”), and not validly withdrawn, holders of
the tendered Whole Foods Market Notes will be eligible to receive
the “Total Consideration,” which consists of $1,000 principal
amount of Amazon Notes (which amount includes the “Early
Participation Premium” of $30 principal amount of Amazon Notes),
and a cash amount of $1.00.
In exchange for each $1,000 principal amount of Whole Foods
Market Notes validly tendered and accepted after the Early
Participation Date but before the Expiration Date, and not validly
withdrawn, holders of the tendered Whole Foods Market Notes will
receive only the “Exchange Consideration,” which consists of $970
principal amount of Amazon Notes and a cash amount of
$1.00.
Holders of the Whole Foods Market Notes may not consent to the
Proposed Amendments without tendering their Whole Foods Market
Notes in the Exchange Offer and they may not tender their Whole
Foods Market Notes for exchange without consenting to the Proposed
Amendments. Each Amazon Note issued in exchange for a Whole Foods
Market Note will have an interest rate and maturity date that are
the same as the current interest rate and maturity date of such
tendered Whole Foods Market Note, as well as the same interest
payment dates and optional redemption terms. No accrued but unpaid
interest will be paid on the Whole Foods Market Notes in connection
with the Exchange Offer. The first interest payment for the Amazon
Notes issued in the exchange will reflect interest accrued from the
most recent interest payment date for such tendered Whole Foods
Market Note. Subject to the minimum denominations and minimum
consideration amounts as described in the Registration Statement,
the principal amount of each Amazon Note will be rounded down, if
necessary, to $2,000 or the nearest lesser whole multiple of $1,000
that is larger than $2,000, as applicable, and we will pay cash
equal to the remaining portion, if any, of the exchange price of
the Whole Foods Market Note. The Amazon Notes will be senior
unsecured obligations of Amazon and will rank equally with all of
Amazon’s other unsecured indebtedness from time to time
outstanding.
The dealer manager for the Exchange Offer is:
BofA Merrill Lynch
By PhoneCollect: (980) 387-3907Toll-Free:
(888) 292-0070
By Mail or Hand:214 North Tryon Street,
14th FloorCharlotte, North Carolina 28255Attention: Liability
Management Group
The exchange agent and information agent for the Exchange Offer
is:
Global Bondholder Services
Corporation
By Facsimile (Eligible Institutions
Only):(212) 430-3775 or(212) 430-3779
By PhoneToll Free: (866) 470-3900
By Mail or Hand:65 Broadway—Suite 404New
York, New York 10006
Amazon makes the Exchange Offer under the terms and conditions
set forth in its preliminary prospectus, dated as of November 20,
2017 (the “Prospectus”), which forms a part of the Registration
Statement, and the related Letter of Transmittal and Consent (the
“Letter of Transmittal”). Tendered Whole Foods Market Notes, and
related consents, may be validly withdrawn at any time before the
Expiration Date and Amazon may terminate or withdraw the Exchange
Offer at any time for any reason.
The consummation of the Exchange Offer is subject to, and
conditional upon, the satisfaction or, where permitted, waiver of
the conditions discussed in the Prospectus, including, among other
things, the receipt of valid consents to the Proposed Amendments
from the holders of at least a majority of the outstanding
aggregate principal amount of the Whole Foods Market Notes and the
Registration Statement having been declared effective by the
SEC.
The Exchange Offer may be made solely under the terms and
conditions of the Prospectus, the Letter of Transmittal, and the
other related materials. Amazon has filed a Registration Statement
for the Amazon Notes with the SEC, but the Registration Statement
is not yet effective. The Amazon Notes may not be issued, nor may
tenders of Whole Foods Market Notes be accepted, before the time
the Registration Statement is declared effective by the SEC.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described in this press
release and is also not a solicitation of the related consent.
These securities will not be sold in any state or other
jurisdiction where any offer, solicitation or sale would be
unlawful before registration or qualification under the securities
laws of any state or other jurisdiction.
About Amazon
Amazon is guided by four principles: customer obsession rather
than competitor focus, passion for invention, commitment to
operational excellence, and long-term thinking. Customer reviews,
1-Click shopping, personalized recommendations, Prime, Fulfillment
by Amazon, AWS, Kindle Direct Publishing, Kindle, Fire tablets,
Fire TV, Amazon Echo, and Alexa are some of the products and
services pioneered by Amazon. For more information, visit
www.amazon.com/about and follow @AmazonNews.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements. All
statements other than statements of historical fact, including
statements regarding guidance, industry prospects, or future
results of operations or financial position, made in this press
release are forward-looking. We use words such as anticipates,
believes, expects, future, intends, and similar expressions to
identify forward-looking statements. Forward-looking statements
reflect management’s current expectations and are inherently
uncertain. Actual results could differ materially for a variety of
reasons, including, among others, fluctuations in foreign exchange
rates, changes in global economic conditions and customer spending,
world events, the rate of growth of the Internet, online commerce,
and cloud services, the amount that Amazon invests in new business
opportunities and the timing of those investments, the mix of
products and services sold to customers, the mix of net sales
derived from products as compared with services, the extent to
which we owe income or other taxes, competition, management of
growth, potential fluctuations in operating results, international
growth and expansion, the outcomes of legal proceedings and claims,
fulfillment, sortation, delivery, and data center optimization,
risks of inventory management, seasonality, the degree to which we
enter into, maintain, and develop commercial agreements, proposed
and completed acquisitions and strategic transactions, payments
risks, and risks of fulfillment throughput and productivity. In
addition, the current global economic climate amplifies many of
these risks. These risks and uncertainties, as well as other risks
and uncertainties that could cause our actual results to differ
significantly from management’s expectations, are described in
greater detail in Amazon’s filings with the SEC, including its most
recent Annual Report on Form 10-K and subsequent filings. Although
we undertake no obligation to revise or update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law, you are advised to consult
any additional disclosures we make in our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20171120006161/en/
Amazon.com, Inc.Investor Relations:Dave
Fildesamazon-ir@amazon.comwww.amazon.com/irorPublic Relations:Ty
Rogersamazon-pr@amazon.comwww.amazon.com/about
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