Amazon.com, Inc. Announces Commencement of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025

Amazon.com, Inc. Announces Commencement of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025

SEATTLE--(BUSINESS WIRE)--Nov. 20, 2017-- Amazon.com, Inc. (NASDAQ:AMZN) ( Amazon or the Company ) today announced that it commenced an offer to exchange all validly tendered (and not validly withdrawn) and accepted 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the Whole Foods Market Notes ) issued by Whole Foods Market, Inc. (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 ) for 5.200% Notes due 2025 to be issued by Amazon (the Amazon Notes ). Amazon filed a Registration Statement on Form S-4 (the Registration Statement ) for the issuance of the Amazon Notes with the Securities and Exchange Commission ( SEC ) on November 20, 2017, but the Registration Statement has not yet been declared effective. Completion of the exchange offer and consent solicitation is expected to ease administration of our consolidated indebtedness.

Amazon is also soliciting consent from holders of the Whole Foods Market Notes to amend the indenture governing the Whole Foods Market Notes to, among other things, eliminate (1) substantially all of the restrictive covenants, (2) the change of control provisions, (3) certain requirements that must be met for Whole Foods Market to consolidate, merge or sell all or substantially all of its assets, and (4) certain events of default in the indenture governing the Whole Foods Market Notes so they will no longer apply (collectively, the Proposed Amendments ). If the Proposed Amendments are adopted, any remaining Whole Foods Market Notes not tendered and exchanged for Amazon Notes will be governed by the amended indenture, which will be less restrictive and afford reduced protections to any remaining holders of Whole Foods Market Notes compared to those currently in place.

The exchange offer and consent solicitation (together, the Exchange Offer ) commenced on November 20, 2017 and expire at 11:59 p.m., New York City time, on December 19, 2017, unless extended (the Expiration Date ).

In exchange for each $1,000 principal amount of Whole Foods Market Notes validly tendered and accepted before 5:00 p.m., New York City time, on December 5, 2017, unless extended (the Early Participation Date ), and not validly withdrawn, holders of the tendered Whole Foods Market Notes will be eligible to receive the Total Consideration, which consists of $1,000 principal amount of Amazon Notes (which amount includes the Early Participation Premium of $30 principal amount of Amazon Notes), and a cash amount of $1.00.

In exchange for each $1,000 principal amount of Whole Foods Market Notes validly tendered and accepted after the Early Participation Date but before the Expiration Date, and not validly withdrawn, holders of the tendered Whole Foods Market Notes will receive only the Exchange Consideration, which consists of $970 principal amount of Amazon Notes and a cash amount of $1.00.

Holders of the Whole Foods Market Notes may not consent to the Proposed Amendments without tendering their Whole Foods Market Notes in the Exchange Offer and they may not tender their Whole Foods Market Notes for exchange without consenting to the Proposed Amendments. Each Amazon Note issued in exchange for a Whole Foods Market Note will have an interest rate and maturity date that are the same as the current interest rate and maturity date of such tendered Whole Foods Market Note, as well as the same interest payment dates and optional redemption terms. No accrued but unpaid interest will be paid on the Whole Foods Market Notes in connection with the Exchange Offer. The first interest payment for the Amazon Notes issued in the exchange will reflect interest accrued from the most recent interest payment date for such tendered Whole Foods Market Note. Subject to the minimum denominations and minimum consideration amounts as described in the Registration Statement, the principal amount of each Amazon Note will be rounded down, if necessary, to $2,000 or the nearest lesser whole multiple of $1,000 that is larger than $2,000, as applicable, and we will pay cash equal to the remaining portion, if any, of the exchange price of the Whole Foods Market Note. The Amazon Notes will be senior unsecured obligations of Amazon and will rank equally with all of Amazon's other unsecured indebtedness from time to time outstanding.

The dealer manager for the Exchange Offer is:

BofA Merrill Lynch

By Phone

Collect: (980) 387-3907

Toll-Free: (888) 292-0070

By Mail or Hand:

214 North Tryon Street, 14th Floor

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):

(212) 430-3775 or

(212) 430-3779

By Phone

Toll Free: (866) 470-3900

By Mail or Hand:

65 Broadway-Suite 404

New York, New York 10006

Amazon makes 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 ). 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.

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 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 dec

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