Whole Foods Market Commences Exchange Offer
September 26 2016 - 4:44PM
Whole Foods Market, Inc. (NASDAQ:WFM) (the “Company”) commenced
today an offer to exchange (the “Exchange Offer”) up to $1.0
billion aggregate principal amount of its outstanding 5.200% Senior
Notes due 2025 (the “Original Notes”) for an equal principal amount
of its registered 5.200% senior notes due 2025 (the “New Notes”).
The terms of the New Notes are identical in all material respects
to the terms of the Original Notes and will represent the same debt
as the Original Notes except that the New Notes are registered
under the Securities Act of 1933, as amended (the “Securities
Act”), and will not contain restrictions on transfer or related
provisions regarding additional interest, will bear a different
CUSIP number from the Original Notes and will not entitle their
holders to registration rights.
The purpose of the Exchange Offer is to fulfill
the Company’s obligations under the applicable registration rights
agreement entered into in connection with the issuance of the
Original Notes. The Company will not receive any proceeds
from the Exchange Offer.
The Exchange Offer will expire at 5:00 p.m. New
York City time on October 25, 2016, unless extended (such date and
time, as may be extended, the “Expiration Date”). The
settlement date for the Exchange Offer will occur promptly
following the Expiration Date. The terms of the Exchange
Offer and the other information relating to the Company and the New
Notes are set forth in a prospectus dated September 26, 2016, a
copy of which has been filed with the Securities and Exchange
Commission. The Company has not authorized any person to
provide information other than as set forth in the prospectus.
This press release is for informational purposes
only and is neither an offer to exchange, nor a solicitation of an
offer to sell, the New Notes. The Exchange Offer is made solely
pursuant to the prospectus dated September 26, 2016, including any
supplements thereto, and the related letter of transmittal. The
Exchange Offer is not being made to, nor will the Company accept
surrenders of Original Notes for exchange from, holders in any
jurisdiction in which the Exchange Offer or acceptance thereof
would not be in compliance with the securities or blue sky laws of
such jurisdiction.
Additional Information
Copies of the prospectus and the letter of transmittal governing
the Exchange Offer can be obtained from the exchange agent, U.S.
Bank National Association, by faxing a request to (651) 466-7367 or
by writing via mail to U.S. Bank National Association, Attention:
Corporate Actions, 111 Filmore Avenue, St. Paul, Minnesota
55107-1402.
About Whole Foods Market
Founded in 1978 in Austin, Texas, Whole Foods
Market is the leading natural and organic foods supermarket, the
first national “Certified Organic” grocer, and uniquely positioned
as America’s Healthiest Grocery Store™. In fiscal year 2015,
the Company had sales of approximately $15 billion and currently
has 456 stores in the United States, Canada, and the United
Kingdom. Whole Foods Market employs approximately 87,000 team
members and has been ranked for 19 consecutive years as one of the
“100 Best Companies to Work For” in America by Fortune
magazine.
Disclaimer on Forward-looking
Statements
Certain statements in this press release and
from time to time in other filings with the Securities and Exchange
Commission, news releases, reports, and other written and oral
communications made by us and our representatives, constitute
forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are often identified by words such as
“anticipate,” “believe,” “estimate,” “expect,” “continue,” “could,”
“can,” “may,” “will,” “likely,” “depend,” “should,” “would,”
“plan,” “predict,” “target,” and similar expressions, and include
references to assumptions and relate to our future prospects,
developments and business strategies. Except for the
historical information contained herein, the matters discussed in
this press release are forward-looking statements that are based on
the Company's current assumptions and involve risks and
uncertainties that may cause our actual results to be materially
different from such forward-looking statements and could materially
adversely affect our business, financial conditions, operating
results and cash flows. These forward-looking statements may
include comments relating to, among other things, future earnings
per share and the Company's intention to obtain additional debt in
the near term and to make planned share repurchases, some of which
are subject to risks and uncertainties relating to general business
conditions, conditions in the credit and capital markets, changes
in overall economic conditions that impact consumer spending,
including fuel prices and housing market trends, the impact of
competition and other factors which are often beyond the control of
the Company, as well other risks listed in the Company’s Annual
Report on Form 10-K for the fiscal year ended September 27, 2015
and Quarterly Report on Form 10-Q for the third quarter ended July
3, 2016, and other risks and uncertainties not presently known to
us or that we currently deem immaterial. We wish to caution
you that you should not place undue reliance on such
forward-looking statements, which speak only as of the date on
which they were made. We do not undertake any obligation to
update forward-looking statements.
Investor Relations Contact:
Cindy McCann
VP of Investor Relations
512.542.0204
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