Whole Foods Market Announces Expiration and Results of Exchange Offer
October 25 2016 - 6:20PM
Whole Foods Market, Inc. (NASDAQ:WFM) (the “Company”) announced
today the expiration and results of its offer to exchange (the
“Exchange Offer”) its outstanding 5.200% Senior Notes due 2025 (the
“Original Notes”) that were issued on December 3, 2015 in a private
offering for new 5.200% senior notes due 2025 (the “New Notes”)
that have been registered under the Securities Act of 1933, as
amended (the “Securities Act”).
The Exchange Offer expired at 5:00 p.m., New
York City time, on October 25, 2016. U.S. Bank National
Association, the exchange agent for the Exchange Offer, has advised
that an aggregate principal amount of approximately $990,496,000 of
the Original Notes were validly tendered and not validly withdrawn
prior to the expiration of the Exchange Offer. This represents
approximately 99.05% of the aggregate principal amount of the
Original Notes outstanding. All of the Original Notes validly
tendered and not validly withdrawn have been accepted for exchange
pursuant to the terms of the Exchange Offer.
In connection with the sale of the Original
Notes, the Company entered into a registration rights agreement in
which it undertook to offer to exchange the Original Notes for the
New Notes. Pursuant to an effective registration statement on Form
S-4 filed with the Securities and Exchange Commission (the “SEC”),
holders were eligible to exchange Original Notes for New Notes in
an equal principal amount. The terms of the New Notes are identical
in all material respects to the terms of the Original Notes and
represent the same debt as the Original Notes except that the New
Notes are registered under the Securities Act and do not contain
restrictions on transfer or related provisions regarding additional
interest, bear a different CUSIP number from the Original Notes and
do not entitle their holders to registration rights. The Company
expects that settlement of the exchange offer will occur on or
about October 28, 2016.
This announcement is neither an offer to buy nor
a solicitation of an offer to sell any of the Company’s securities.
The Exchange Offer was made only pursuant to the Exchange Offer
documents, which have been filed with the SEC and include the
prospectus and letter of transmittal that were distributed to
holders of Original Notes.
About Whole Foods MarketFounded
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 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
StatementsCertain 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
Whole Foods Market, Inc. (NASDAQ:WFM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Whole Foods Market, Inc. (NASDAQ:WFM)
Historical Stock Chart
From Sep 2023 to Sep 2024