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AMAZON COM INC 8-K Report, Material Agreement (Jun 16, 2017)

Filed June 16, 2017For Securities:AMZN

Summary

Amazon.com, Inc. (AMZN) announced on June 15, 2017, a significant move into the grocery sector with the signing of a Merger Agreement to acquire Whole Foods Market, Inc. The proposed transaction involves Amazon acquiring all outstanding shares of Whole Foods Market for $42.00 per share in cash, valuing the deal at approximately $13.7 billion. This acquisition marks Amazon's entry into the physical grocery retail space, a strategic expansion with potentially transformative implications for both companies and the broader retail landscape. The financing for the merger is expected to be a combination of debt and cash on hand, with a commitment for a $13.7 billion, 364-day senior unsecured bridge term loan facility. The transaction is subject to customary closing conditions, including approval by Whole Foods Market shareholders and regulatory clearances. This development signifies a major strategic shift for Amazon and presents both opportunities for growth and integration challenges.

Key Highlights

  • 1Amazon.com, Inc. entered into a definitive Merger Agreement to acquire Whole Foods Market, Inc. for $42.00 per share in cash.
  • 2The total transaction value for the acquisition is approximately $13.7 billion.
  • 3The acquisition represents Amazon's significant expansion into the physical grocery retail market.
  • 4Financing for the merger will be a combination of debt, including a $13.7 billion bridge loan commitment, and cash on hand.
  • 5The transaction is subject to customary closing conditions, including Whole Foods Market shareholder approval and regulatory approvals.
  • 6The Merger Agreement includes provisions for customary representations, warranties, and covenants from both parties.
  • 7The closing date for the merger is targeted by February 15, 2018, with a potential 90-day extension.

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