Amazon.com, Inc. (NASDAQ: AMZN) (“Amazon” or the “Company”)
today announced that as of 5:00 p.m. New York City time, on
December 5, 2017 (the “Early Participation Date”) 86.75% of the
aggregate principal amount (which is 86.75% of the total
outstanding principal amount) of the 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”)
have been validly tendered (and not validly withdrawn) in Amazon’s
previously announced offer to exchange all validly tendered (and
not validly withdrawn) and accepted Whole Foods Market Notes for
5.200% Notes due 2025 to be issued by Amazon (the “Amazon Notes”),
and the related solicitation of consents to amend the indenture
governing the Whole Foods Market Notes (together, the “Exchange
Offer”). In connection with the Exchange Offer, Amazon filed a
Registration Statement on Form S-4 (File No. 333-221675) (the
“Registration Statement”) for the issuance of the Amazon Notes with
the Securities and Exchange Commission (“SEC”) on November 20,
2017, which has not yet been declared effective.
The dealer manager for the Exchange Offer is:
BofA Merrill Lynch
By Phone
By Mail or Hand:
Collect: (980) 387-3907
214 North Tryon Street, 14th Floor
Toll-Free: (888) 292-0070 Charlotte, North Carolina 28255
Attention: Liability Management Group
The exchange agent and information agent for the Exchange Offer
is:
Global Bondholder Services
Corporation
By Facsimile (Eligible Institutions
Only):
By Phone
By Mail or Hand:
(212) 430-3775 or Toll Free: (866) 470-3900 65 Broadway—Suite 404
(212) 430-3779 New York, New York 10006
Amazon is making 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”) that contain a more complete
description of the terms and conditions of the Exchange Offer.
Subject to the Registration Statement being declared effective, the
Exchange Offer will expire at 11:59 p.m., New York City time, on
December 19, 2017, unless extended (the “Expiration Date”).
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validly withdrawn at any time before the Expiration Date, and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, subject to applicable law.
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 to
the indenture governing the Whole Foods Market Notes 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 described in the Prospectus, the Letter of Transmittal,
and the other related materials. Amazon has filed the 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 consents.
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 such 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/20171206005679/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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