Amazon.com Announces Private Offering of Senior Unsecured Notes
August 15 2017 - 8:15AM
Business Wire
Amazon.com, Inc. (NASDAQ: AMZN) (“Amazon” or the “Company”)
today announced that it is offering to sell senior unsecured notes
(collectively, the “Notes”) in a private offering.
The Company expects to use the net proceeds from the offering to
fund all or a portion of the consideration for its acquisition of
Whole Foods Market, Inc. and for general corporate purposes.
The Notes being offered have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws. As a result, they may not be offered or sold
in the United States or to any U.S. persons, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, the
Notes are being offered only to “qualified institutional buyers”
under Rule 144A of the Securities Act or, outside the United
States, to persons other than “U.S. persons” in compliance with
Regulation S under the Securities Act. A confidential offering
memorandum for the offering of the Notes, dated today, will be made
available to such eligible persons. The offering is being conducted
in accordance with the terms and subject to the conditions set
forth in such confidential offering memorandum.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such an offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such 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 within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact,
including statements regarding guidance, industry prospects, or
future results of operations or financial position, made in or
incorporated by reference into 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.
Factors related to Amazon’s proposed acquisition of Whole Foods
Market, Inc. that could cause actual results to differ materially
include the conditions to the completion of the transaction may not
be satisfied on the anticipated schedule, or at all, Amazon may be
unable to achieve the anticipated benefits of the transaction,
revenues following the transaction may be lower than expected,
operating costs, customer loss, and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, and suppliers) may be greater than expected,
Amazon may assume unexpected risks and liabilities, and initiatives
with Whole Foods Market may distract Amazon’s management from other
operations. 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 Securities
and Exchange Commission (“SEC”), including its most recent Annual
Report on Form 10-K and subsequent filings.
Our investor relations website is www.amazon.com/ir and we
encourage investors to use it as a way of easily finding
information about us. We promptly make available on this website,
free of charge, the reports that we file or furnish with the SEC,
corporate governance information (including our Code of Business
Conduct and Ethics), and select press releases and social media
postings, which may contain material information about us, and you
may subscribe to be notified of new information posted to this
site.
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version on businesswire.com: http://www.businesswire.com/news/home/20170815005547/en/
Amazon.com Investor RelationsDave Fildes,
amazon-ir@amazon.comwww.amazon.com/irorAmazon.com Public
RelationsTy Rogers, amazon-pr@amazon.comwww.amazon.com/about
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