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( Amazon or the Company ) today announced that it commenced an offer to exchange all validly tendered (and not validly withdrawn) and accepted 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the Whole Foods Market Notes ) issued by Whole Foods Market, Inc. (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5:00 p.m., New York City time, on December 5, 2017, unless extended (the Early Participation Date ), and not validly withdrawn, holders of the tendered Whole Foods Market Notes will be eligible to receive the Total Consideration, which consists of $1,000 principal amount of Amazon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
Most recent headlines
11/12/2025
Dalet, a leading provider of cloud-native, end-to-end media workflow solutions, ...
28/11/2025
Nadia Fall attends the 2025 Sundance Film Festival premiere of Brides at the Egyptian Theatre on January 24, 2025, in Park City, Utah. (Photo by Donyale West/...
28/11/2025
It's easy to ignore those little red update available badges. But when it ...
28/11/2025
WASHINGTON Federal Communications Commission has released a tentative agenda for the December Open Commission Meeting scheduled for Thursday, December 18, 2025 ...
28/11/2025
The Professional Fighters League is looking to super-serve fans of mixed martial...
28/11/2025
Fubo has released in beta on select Roku devices a new feature that lets users display up to four simultaneous streams at once....
28/11/2025
The WNBA playoffs and Week 4 of the NFL regular season highlight the list of live sports events airing on television this weekend....
28/11/2025
The 32nd class of honorees to the B+C Hall of Fame took to the stage at New York's Ziegfeld Ballroom on September 26 for a gala induction event. Click below...
28/11/2025
We hold in our hands the very last Next Text for Next TV, the weekly back-and-fo...
28/11/2025
DirecTV said it made a deal with EchoStar to buy EchoStar's video businesses, including satellite-TV provider Dish TV and virtual MVPD Sling TV, for $1 plus...
28/11/2025
The Broadcasting+Cable Hall of Fame, the premier industry event paying tribute to the influencers, innovators and shining lights of broadcast, cable and streami...
28/11/2025
Friday 28 November 2025
Sky Sports x Slawn drop limited-edition football jersey...
28/11/2025
Rohde & Schwarz shows resilience in a challenging environment, revenue exceeds t...
28/11/2025
Unwrapped: The Toy Show Appeal - airing this Sunday on RT One and RT Player- s...
27/11/2025
LONDON Vizrt has added several AI-driven advanced features offering improved speed, intelligence and accuracy in the newest version of its media asset managemen...
27/11/2025
Prime Video has launched AI-powered video season recaps in a beta version for select English-language Prime Original series in the U.S., a move Amazon is callin...
27/11/2025
Back to All News
Netflix's Raat Akeli Hai: The Bansal Murders Marks a Grand...
27/11/2025
27 Nov 2025
GSMA brings M360 Eurasia 2026 to Samarkand in partnership with VEON...
27/11/2025
Tahar Rahim and Izuka Hoyle star in the gripping six-part Sky Original from Acad...
27/11/2025
Thursday 27 November 2025
Sky Arts Reveals the Nation's Greatest Basslines - and Queen Reign Supreme
The UK's most iconic basslines have been revealed...
27/11/2025
Back to All News
Stranger Things 5': Prepare for One Last Adventure With O...
27/11/2025
The media industry has a paradox at its core. It's an industry built on light, color and imagination, yet behind the scenes, it's powered by one of the ...
27/11/2025
Rating reflects rating progress across areas including policies, diversity & inclusion, health & safety and Net Zero leadership
Winchester, UK, 27 November 202...
27/11/2025
What are the industry standards for Retail Media? Kathryn explains that certification is based on the IAB Europe Retail Media Measurement Standards and the IAB ...
27/11/2025
World champion boxer and Irish sporting icon Katie Taylor will be in studio this...
27/11/2025
Roblox, one of the world's most popular online gaming platforms for primary ...
27/11/2025
Black Friday is leveling up. Get ready to score one of the biggest deals of the season - 50% off the first three months of a new GeForce NOW Ultimate membership...
26/11/2025
SVG Sit-Down: Prime Video EP Mike Muriano Previews Massive Black Friday Slate Fe...
26/11/2025
A cinematic snow sculpture at the 1995 Sundance Film Festival. Photo by Randall Michelson...
26/11/2025
Book podcasts are booming. On Spotify, you'll find everything from celebrity book clubs to deep dives with bestselling authors. And in markets where audiobo...
26/11/2025
Mumbai, November 24, 2025: In a first-of-its-kind initiative, JioStar, in collab...
26/11/2025
LONDON Factual content producer ITN Productions has launched a new low-latency IP gallery for news bulletins....
26/11/2025
MIAMI TelevisaUnivision said it struck a new multiyear distribution agreement with YouTube TV that includes distribution of TelevisaUnivision's U.S. network...
26/11/2025
OpenDrives, Inc., a leader in software-defined data storage and data services, today announced the launch of the Atlas Corporate Creative Solution. This new Atl...
26/11/2025
Disguise, the industry-leading company powering the world's biggest live performances, is partnering with pioneering LED wall manufacturer DVS to give atten...
26/11/2025
HighField AI, the pioneer in agentic and multimodal automation for broadcast and media production, today announced the expansion of its global channel partner n...
26/11/2025
As high-stakes Premier League fixtures approach and additional premium content launches, with MONO positioning themselves to dominate Thailand's sports stre...
26/11/2025
Hosting a wide variety of events from high-intensity NHL games to complex live music concerts and major entertainment productions, Montreal's 21,000 capacit...
26/11/2025
Vizrt, the leader in live production technology revolutionizing viewer engagement and experience, releases AI-driven advances focusing on speed, intelligence, a...
26/11/2025
ITN Productions, an award-winning factual content producer, today launched a new low-latency IP gallery for news bulletins. Responsible for delivering a leading...
26/11/2025
Ikegami reports ongoing advances throughout 2025 in developing and delivering coordinated television production solutions that maximize quality, versatility and...
26/11/2025
Following the Nov. 21 blackout of NBCUniversal channels on Fubo, the two sides have traded barbs about their inability to reach a new carriage deal....
26/11/2025
LONDON As TV sports rights become increasingly important for both broadcasters and streamers, Ampere Analysis predicts global investment in the genre will surpa...
26/11/2025
LOS ANGELES Vubiquity said it has achieved the Amazon Web Services (AWS) Media & Entertainment Competency as part of the AWS Partner Network (APN). This designa...
26/11/2025
WASHINGTON The Federal Communications Commission's Enforcement Bureau said it has entered into a consent decree with Comcast calling for the cable company t...
26/11/2025
Berklee Named to the Hollywood Reporters Top Music Schools List The publication highlights the college's screen scoring program, industry partnerships, and ...
26/11/2025
Back to All News
Animated Series Love Through a Prism' Casts New Light on ...
26/11/2025
Back to All News
NALIP Unveils Fifth Cohort of Director Incubator
Social Impact
26 November 2025
United States
Link copied to clipboard
The National Assoc...
26/11/2025
YouView Achieves Greenly Gold Certification for SustainabilityNov 26, 2025
YouView is proud to announce a Gold Certification award from Greenly for our perform...
Amazon.com, Inc. Announces Commencement of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025 
