Summary
Amazon.com, Inc. (AMZN) filed an 8-K report on December 20, 2017, to announce the successful completion of its previously announced offer to exchange its 5.200% Senior Notes due 2025 (the "Amazon Notes") for Whole Foods Market, Inc.'s 5.200% Senior Notes due 2025 (the "Whole Foods Market Notes"). The exchange offer resulted in $871,902,000 aggregate principal amount of Whole Foods Market Notes being tendered and accepted, representing approximately 87.19% of the total outstanding principal amount. In exchange, Amazon issued $871,747,000 aggregate principal amount of its own notes. This transaction effectively consolidates Amazon's debt related to its Whole Foods acquisition and simplifies its debt structure.
Key Highlights
- 1Amazon completed an exchange offer for Whole Foods Market Notes, replacing them with Amazon Notes.
- 287.19% of the outstanding Whole Foods Market Notes ($871.9 million principal amount) were exchanged.
- 3Amazon issued $871.7 million aggregate principal amount of its own 5.200% Senior Notes due 2025.
- 4The exchange offer was part of Amazon's integration of Whole Foods Market.
- 5Following the exchange, $128.1 million of Whole Foods Market Notes remain outstanding.
- 6The majority consent from Whole Foods Market Note holders allowed for amendments to the governing indenture, impacting remaining notes.
- 7The issuance of Amazon Notes was registered under Form S-4 and declared effective by the SEC.
Frequently Asked Questions
The primary purpose of this 8-K filing was to officially report the completion of Amazon's offer to exchange its senior notes for Whole Foods Market's senior notes. This signals the successful refinancing and consolidation of debt related to the Whole Foods acquisition.
Amazon successfully exchanged $871,902,000 in aggregate principal amount of Whole Foods Market Notes, which constituted 87.19% of the total outstanding principal amount of those notes.
Although the majority of Whole Foods Market Notes were exchanged, $128,098,000 in principal amount remain outstanding. However, due to the consent solicitation, the indenture governing these notes has been amended, which will affect their terms going forward.
This transaction effectively replaces Whole Foods' debt with Amazon's own debt. While the total debt principal amount may slightly change due to exchange rates and accrued interest, it simplifies Amazon's debt profile by consolidating it under the Amazon.com, Inc. name and leverage structure.