ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 3, 2023, Amazon.com, Inc. (the “Company”), Toronto
Dominion (Texas) LLC, as administrative agent, and the other
lenders party thereto entered into a credit agreement (the “Term
Loan Agreement”). The Term Loan Agreement provides the Company with
an unsecured $8.0 billion term loan (the “Term Loan”) that
will mature in 364 days, but may be extended for an additional
period of 364 days.
The initial interest rate applicable to the Term Loan is the
Secured Overnight Financing Rate plus 0.75%. If the Company
exercises its option to extend the Term Loan’s maturity for an
additional 364 days, the interest rate spread will increase from
0.75% to 1.05%.
Upon funding, proceeds of the Term Loan will be used for general
The Term Loan Agreement contains customary representations and
warranties, covenants, and events of default, but does not contain
financial covenants. Upon an event of default that is not cured
within applicable grace periods or waived, any unpaid amounts under
the Term Loan may be declared immediately due and payable and the
commitments may be terminated.
The financial institutions party to the Term Loan Agreement and
their respective affiliates are full service financial institutions
engaged in various activities, which may include sales and trading,
commercial and investment banking, advisory, investment management,
investment research, principal investment, hedging, market making,
brokerage, and other financial and non-financial activities and services.
Certain of these financial institutions and their respective
affiliates have provided, and may in the future provide, a variety
of these services to the Company and to persons and entities with
relationships with the Company, for which they received or will
receive customary fees and expenses.
The foregoing description of the Term Loan Agreement is qualified
in its entirety by the terms of such agreement, which is filed
hereto as Exhibit 10.1 and incorporated herein by reference.
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is hereby
incorporated by reference into this Item 2.03.
FINANCIAL STATEMENTS AND EXHIBITS.