8-KAcquisitions & DispositionsExhibits & Filings

AMAZON COM INC 8-K Report, Acquisition Completed (Aug 28, 2017)

Filed August 28, 2017For Securities:AMZN

Summary

Amazon.com, Inc. (AMZN) filed an 8-K on August 28, 2017, to announce the official completion of its acquisition of Whole Foods Market, Inc. The transaction, initially announced on June 15, 2017, involved Amazon's wholly-owned subsidiary, Walnut Merger Sub, Inc., merging with Whole Foods Market. This marks a significant strategic move for Amazon into the brick-and-mortar grocery sector. The acquisition was structured as a cash merger, with Amazon paying $42.00 per share for all outstanding common stock of Whole Foods Market. This resulted in an aggregate transaction value of approximately $13.55 billion, financed through debt. The filing also details the conversion of Whole Foods Market equity awards into cash payments. While the financial statements and pro forma information for the acquired business are pending, this report confirms the closing of a pivotal deal that expands Amazon's physical retail footprint and market reach.

Key Highlights

  • 1Completion of the acquisition of Whole Foods Market, Inc. by Amazon.com, Inc. on August 28, 2017.
  • 2The acquisition was finalized through a merger where Whole Foods Market becomes a wholly-owned subsidiary of Amazon.
  • 3Amazon paid $42.00 in cash per share for Whole Foods Market common stock.
  • 4The total aggregate value of the consideration paid for Whole Foods Market and its equity awards was approximately $13.55 billion.
  • 5The acquisition was financed through Amazon's previously disclosed debt financing.
  • 6The report confirms the merger details, including the conversion of Whole Foods Market stock options, restricted stock awards, and restricted stock units into cash payments.
  • 7Financial statements and pro forma information for Whole Foods Market will be filed in an amendment to this report within 71 days.

Frequently Asked Questions

This 8-K filing is significant as it officially confirms the completion of Amazon's acquisition of Whole Foods Market. This marks Amazon's substantial entry into the physical grocery retail space, a major strategic expansion that could impact competition, supply chains, and Amazon's overall business model.

The acquisition was financed by Amazon using net proceeds from debt financing that had been previously disclosed.

The aggregate value of the consideration paid to former holders of Whole Foods Market shares and equity awards was approximately $13.55 billion.

Amazon stated in the filing that the required financial statements and pro forma financial information for Whole Foods Market will be filed as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the report's required filing date.