8-KMaterial AgreementsRegulation FDExhibits & Filings

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.

Frequently Asked Questions

This 8-K filing announces Amazon.com, Inc.'s entry into a material definitive agreement, specifically an Agreement and Plan of Merger, to acquire Whole Foods Market, Inc.

Amazon is acquiring Whole Foods Market for $42.00 per share in cash, with the total transaction valued at approximately $13.7 billion. This will be financed through a combination of debt, including a significant bridge loan facility, and existing cash.

The completion of the merger is contingent upon several conditions, including the approval of the Merger Agreement by Whole Foods Market shareholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and Canadian Competition Act clearance, and the accuracy of representations and warranties subject to materiality exceptions.

The Merger Agreement sets an 'Outside Date' of February 15, 2018, for the consummation of the merger, with a potential one-time 90-day extension under certain circumstances. Both parties are expected to use reasonable best efforts to close the transaction promptly.