Amazon.com, Inc. (NASDAQ: AMZN) (“Amazon” or the “Company”)
today announced the commencement of an offer to exchange certain of
its outstanding unregistered notes for new registered notes in
accordance with the terms of the registration rights agreement
entered into at the issuance of those notes.
Amazon is offering to exchange (the “Exchange Offer”) any and
all of its outstanding 1.900% notes due August 21, 2020 (CUSIP No.
023135AR7/U02320AD8), 2.400% notes due February 22, 2023 (CUSIP No.
023135AU0/U02320AE6), 2.800% notes due August 22, 2024 (CUSIP No.
023135AX4/U02320AF3), 3.150% notes due August 22, 2027 (CUSIP No.
023135BA3/U02320AG1), 3.875% notes due August 22, 2037 (CUSIP No.
023135BD7/U02320AH9), 4.050% notes due August 22, 2047 (CUSIP No.
023135BG0/U02320AJ5), and 4.250% notes due August 22, 2057 (CUSIP
No. 023135BK1/U02320AK2) issued on August 22, 2017 (collectively,
the “Outstanding Notes”) for a like principal amount of its 1.900%
notes due August 21, 2020 (CUSIP No. 023135AT3), 2.400% notes due
February 22, 2023 (CUSIP No. 023135AW6), 2.800% notes due August
22, 2024 (CUSIP No. 023135AZ9), 3.150% notes due August 22, 2027
(CUSIP No. 023135BC9), 3.875% notes due August 22, 2037 (CUSIP No.
023135BF2), 4.050% notes due August 22, 2047 (CUSIP No. 023135BJ4),
and 4.250% notes due August 22, 2057 (CUSIP No. 023135BM7)
registered under the Securities Act of 1933, as amended, (the
“Exchange Notes”).
Amazon filed a Registration Statement on Form S-4 (the
“Registration Statement”) for the Exchange Offer with the
Securities and Exchange Commission (“SEC”) on April 26, 2018, which
was declared effective on May 7, 2018.
The Exchange Offer commenced on May 7, 2018 and expires at 5:00
p.m., New York City time, on June 6, 2018, unless extended (the
“Expiration Date”).
The exchange agent and information agent for the Exchange Offer
is:
Wells Fargo Bank, National
Association
600 South Fourth StreetMAC:
N9300-070Minneapolis, MN 55479Attn: Bondholder Communications
Banks and Brokers call: 1-800-344-5128All
others please call toll free: 1-800-344-5128Email:
bondholdercommunications@wellsfargo.com
By Facsimile Transmission (for Eligible
Institutions Only):1-877-407-4679
Confirm by Telephone:1-800-344-5128
Amazon is making the Exchange Offer solely upon the terms and
subject to the conditions set forth in the prospectus, dated as of
May 7, 2018 (the “Prospectus”) and the related Letter of
Transmittal, each of which forms a part of the Registration
Statement, and other related materials. Tendered Outstanding Notes
may be validly withdrawn at any time before the Expiration Date.
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.
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: https://www.businesswire.com/news/home/20180507006157/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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