As filed with the Securities and Exchange Commission on November 20, 2017April 26, 2018
Registration No.No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormS-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware | 5961 | 91-1646860 | ||||
(State or other jurisdiction of
| (Primary Standard Industrial 410 Terry Avenue North Seattle, WA 98109-5210 (206) 266-1000 |
| (I.R.S. Employer
|
410 Terry Avenue North
Seattle, WA 98109-5210
(206)266-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David A. Zapolsky
Senior Vice President, General Counsel, and Secretary
Amazon.com, Inc.
410 Terry Avenue North
Seattle, WA 98109-5210
(206)266-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
CopiesCopy to:
Andrew L. Fabens
Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 (212) 351-4000
|
|
Approximate date of commencement of proposed sale to the public:public Pursuant to Rule 162 under the Securities Act of 1933, as amended (the “Securities Act”), the offer described herein will commence as: As soon as practicable after the date of this Registration Statement. The offer cannot, however, be completed prior to the time this Registration Statementregistration statement becomes effective. Accordingly, any actual acceptance of securities for exchange pursuant to the offer will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and, “emerging growth company” in Rule12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
|
|
| ||||||||||||||
Title of Each Class of Securities to Be Registered | Amount Registered(1) | Proposed Maximum Offering Price Per unit | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee(3) | Amount Registered (1) | Proposed Maximum Offering Price Per unit | Proposed Maximum Aggregate | Amount of Registration Fee (3) | ||||||||
5.200% Notes due 2025 | $1,000,000,000 | 100% | $1,000,000,000 | $124,500 | ||||||||||||
1.900% Notes Due August 21, 2020 | $1,000,000,000 | 100% | $1,000,000,000 | $124,500 | ||||||||||||
2.400% Notes Due February 22, 2023 | $1,000,000,000 | 100% | $1,000,000,000 | $124,500 | ||||||||||||
2.800% Notes Due August 22, 2024 | $2,000,000,000 | 100% | $2,000,000,000 | $249,000 | ||||||||||||
3.150% Notes Due August 22, 2027 | $3,500,000,000 | 100% | $3,500,000,000 | $435,750 | ||||||||||||
3.875% Notes Due August 22, 2037 | $2,750,000,000 | 100% | $2,750,000,000 | $342,375 | ||||||||||||
4.050% Notes Due August 22, 2047 | $3,500,000,000 | 100% | $3,500,000,000 | $435,750 | ||||||||||||
4.250% Notes Due August 22, 2057 | $2,250,000,000 | 100% | $2,250,000,000 | $280,125 | ||||||||||||
Total | $124,500 | $1,992,000 | ||||||||||||||
|
|
| ||||||||||||||
|
|
|
(1) | Represents the aggregate principal amount of the notes issuable in the exchange offer to which this registration statement relates. |
(2) | Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act. |
(3) | Calculated in accordance with Rule 457(f) of the Securities Act. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC” or the “Commission”), acting pursuant to said Section 8(a), may determine.
The information in this prospectus may change. We may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement, as filed with the U.S. Securities and Exchange Commission (of which this prospectus is a part), is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2017APRIL 26, 2018
PROSPECTUS
Amazon.com, Inc.
OfferOffers to Exchange
All Outstanding 5.200% Senior Notes
$1,000,000,000 of our 1.900% notes due 2025August 21, 2020,
$1,000,000,000 of Whole Foods Market, Inc.our 2.400% notes due February 22, 2023,
$2,000,000,000 of our 2.800% notes due August 22, 2024,
$3,500,000,000 of our 3.150% notes due August 22, 2027,
$2,750,000,000 of our 3.875% notes due August 22, 2037,
$3,500,000,000 of our 4.050% notes due August 22, 2047, and
$2,250,000,000 of our 4.250% notes due August 22, 2057
issued in a private transaction in reliance on
Rule 144A and Solicitation of Consents to AmendRegulation S under the Related Indenture and NotesSecurities Act
Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, and including the annexes hereto, this “prospectus”) and the related letter of transmittal and consent (as it may be supplemented and amended from time to time, the “letter of transmittal and consent”transmittal”), we are offering to exchange (the “exchange offer”) any and all validly tendered (and not validly withdrawn) and accepted notes of the following series issued by Whole Foods Market, Inc. (“Whole Foods Market”)Amazon for notes to be issued by us as described and for the consideration summarized, in the table below.
CUSIP Nos. | Notes Issued by Whole Foods Market to be Exchanged (the “Whole Foods Market Notes”) | Series of Notes to be Issued by Us (the “Amazon Notes”) | Exchange Consideration(1) | Early Participation Premium(1) | Total Consideration(1)(2) | Series of Notes to be Exchanged (the “Outstanding Notes”) | Aggregate Principal Amount | Series of Notes to be Issued by Us | ||||||||||||||||||||||||||||
Aggregate Principal Amount | Amazon Notes (principal amount) | Cash | Amazon Notes (principal amount) | Amazon Notes (principal amount) | Cash | |||||||||||||||||||||||||||||||
966837AE6 966837AD8 U96710AA3 | 5.200% Senior Notes due 2025 | $ | 1,000,000,000 | 5.200% Notes due 2025 | $ | 970 | $ | 1.00 | $ | 30 | $ | 1,000 | $ | 1.00 | ||||||||||||||||||||||
023135AR7 U02320AD8 | 1.900% Notes due August 21, 2020 | $ | 1,000,000,000 | 1.900% Notes due August 21, 2020 | ||||||||||||||||||||||||||||||||
023135AU0 U02320AE6 | 2.400% Notes due February 22, 2023 | $ | 1,000,000,000 | 2.400% Notes due February 22, 2023 | ||||||||||||||||||||||||||||||||
023135AX4 U02320AF3 | 2.800% Notes due August 22, 2024 | $ | 2,000,000,000 | 2.800% Notes due August 22, 2024 | ||||||||||||||||||||||||||||||||
023135BA3 U02320AG1 | 3.150% Notes due August 22, 2027 | $ | 3,5000,000,000 | 3.150% Notes due August 22, 2027 | ||||||||||||||||||||||||||||||||
023135BD7 U02320AH9 | 3.875% Notes due August 22, 2037 | $ | 2,750,000,000 | 3.875% Notes due August 22, 2037 | ||||||||||||||||||||||||||||||||
023135BG0 U02320AJ5 | 4.050% Notes due August 22, 2047 | $ | 3,500,000,000 | 4.050% Notes due August 22, 2047 | ||||||||||||||||||||||||||||||||
023135BK1 U02320AK2 | 4.250% Notes due August 22, 2057 | $ | 2,250,000,000 | 4.250% Notes due August 22, 2057 |
The Exchange Offer will expire at 5:00 p.m., New York City time,
on , 2018, unless extended.
We are offering to |
In exchange Amazon.com, Inc.’s 1.900% notes due August 21, 2020 CUSIP No. 023135AT3 (the “New 2020 Notes”), 2.400% notes due February 22, 2023 CUSIP No. 023135AW6 (the “New 2023 Notes”), 2.800% notes due August 22, 2024 CUSIP No. 023135AZ9 (the “New 2024 Notes”), 3.150% notes due August 22, 2027 CUSIP No. 023135BC9 (the “New 2027 Notes”), 3.875% notes due August 22, 2037 CUSIP No. 023135BF2 (the “New 2037 Notes”), 4.050% notes due August 22, 2047 CUSIP No. 023135BJ4 (the “New 2047 Notes”), and 4.250% notes due August 22, 2057 CUSIP No. 023135BM7 (the “New 2057 Notes,” and, together with the New 2020 Notes, the New 2023 Notes, the New 2024 Notes, the New 2027 Notes, the New 2037 Notes, and the New 2047 Notes, the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for each $1,000any and all of Amazon.com, Inc.’s 1.900% notes due August 21, 2020 CUSIP No. 023135AR7/U02320AD8 (the “Outstanding 2020 Notes”), 2.400% notes due February 22, 2023 CUSIP No. 023135AU0/U02320AE6 (the “Outstanding 2023 Notes”), 2.800% notes due August 22, 2024 CUSIP No. 023135AX4/U02320AF3 (the “Outstanding 2024 Notes”), 3.150% notes due August 22, 2027 CUSIP No. 023135BA3/U02320AG1 (the “Outstanding 2027 Notes”), 3.875% notes due August 22, 2037 CUSIP No. 023135BD7/U02320AH9 (the “Outstanding 2037 Notes”), 4.050% notes due August 22, 2047 CUSIP No. 023135BG0/U02320AJ5 (the “Outstanding 2047 Notes”), and 4.250% notes due August 22, 2057 CUSIP No. 023135BK1/U02320AK2 (the “Outstanding 2057 Notes,” and, together with the Outstanding 2020 Notes,
the Outstanding 2023 Notes, the Outstanding 2024 Notes, the Outstanding 2027 Notes, the Outstanding 2037 Notes, and the Outstanding 2047 Notes, the “Outstanding Notes”) issued on August 22, 2017.
On August 22, 2017, we issued $1,000,000,000 aggregate principal amount of Whole Foods Market1.900% notes due 2020, $1,000,000,000 aggregate principal amount of 2.400% notes due 2023, $2,000,000,000 aggregate principal amount of 2.800% notes due 2024, $3,500,000,000 aggregate principal amount of 3.150% notes due 2027, $2,750,000,000 aggregate principal amount of 3.875% notes due 2037, $3,500,000,000 aggregate principal amount of 4.050% notes due 2047, and $2,250,000,000 aggregate principal amount of 4.250% notes due 2057 in a private transaction in reliance on Rule 144A and Regulation S under the Securities Act.
The New Notes will be issued under the indenture, dated as of November 29, 2012, between Amazon.com, Inc. and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Officers’ Certificate, dated as of August 22, 2017, establishing the terms of the Notes (together, the “Indenture”). In this prospectus, we use the term “Notes” to refer collectively to the New Notes and the Outstanding Notes and we use the term “exchange offer” to refer to our offer to exchange New Notes for the Outstanding Notes.
The New Notes:
The terms of the New Notes to be issued in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that is validly tendered priorthe transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes will not apply to the New Notes.
We are offering the New Notes pursuant to a registration rights agreement that we entered into in connection with the issuance of the Outstanding Notes.
The New 2020 Notes with bear interest at the rate of 1.900% per annum, the New 2023 Notes will bear interest at the rate of 2.400% per annum, the New 2024 Notes will bear interest at the rate of 2.800% notes per annum, the New 2027 Notes will bear interest at the rate of 3.150% per annum, the New 2037 Notes will bear interest at the rate of 3.875% per annum, the New 2047 Notes will bear interest at the rate of 4.050% per annum, and the New 2057 Notes will bear interest at the rate of 4.250% per annum. We will pay interest semi-annually on the New 2020 Notes on February 21 and August 21 of each year, beginning on August 21, 2018. We will pay interest semi-annually on the New 2023 Notes, the New 2024 Notes, the New 2027 Notes, the New 2037 Notes, the New 2047 Notes, and the New 2057 Notes on February 22 and August 22 of each year, beginning on August 22, 2018.
The New Notes will be senior unsecured obligations of Amazon and will rank equally with all other senior unsecured indebtedness of Amazon from time to time outstanding.
Material Terms of the Exchange Offer:
The exchange offer will expire immediately following 5:00 p.m., New York City time, on Tuesday, December 5, 2017, unless extended (the “Early Participation Date”), and not validly withdrawn, holders will be eligible to receive the total exchange consideration set out in the table above (the “Total Consideration”), which consists of $1,000 principal amount of Amazon Notes and a cash amount of $1.00. The Total Consideration includes the early participation premium set out in the table above (the “Early Participation Premium”), which consists of $30 principal amount of Amazon Notes. In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered, and not validly withdrawn, after the Early Participation Date but prior to the Expiration Date (as defined below), holders will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of Amazon Notes and a cash amount of $1.00. 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. However, the first interest payment for the Amazon Notes issued in the exchange will have accrued from the most recent interest payment date for such tendered Whole Foods Market Note.
The exchange offer will expire immediately following 11:59 p.m., New York City time, on Tuesday, December 19, 2017,2018, unless extended (the “Expiration Date”). You may withdraw tendered Whole Foods MarketOutstanding Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was $1,000,000,000 aggregate
All Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of Whole Foods Marketthe New Notes outstanding.
Concurrently with the exchange offer, we are also soliciting consents (the “consent solicitation”) from each holder of the Whole Foods Market Notes, upon the terms and conditions set forth in this prospectus and the related letter of transmittal and
consent, to certain proposed amendments (the “proposed amendments”) to the indenture, dated as of December 3, 2015 between Whole Foods Market and U.S. Bank National Association, as trustee (the “Whole Foods Market Trustee”), as amended and restated in the amended and restated indenture, dated as of September 8, 2016 between Whole Foods Market and the Whole Foods Market Trustee (the “Whole Foods Market Base Indenture”) and the first supplemental indenture, dated as of December 3, 2015 between Whole Foods Market and the Whole Foods Market Trustee (the “Whole Foods Market First Supplemental Indenture” and, together with the Whole Foods Market Base Indenture, the “Whole Foods Market Indenture”), governing the Whole Foods Market Notes.
By tendering your Whole Foods Market Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Whole Foods Market Indenture, as further described under “The Proposed Amendments.” You may not consent to the proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes without tendering your Whole Foods Market Notes in the appropriate exchange offer and you may not tender your Whole Foods Market Notes for exchange without consenting to the proposed amendments. You may revoke your consent at any time prior to the Expiration Date by withdrawing the Whole Foods Market Notes you have tendered.
The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation,” 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 Whole Foods Market Notes (the “Requisite Consents”). We may, at our option and in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms part has been declared effective by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date. The proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived.
We plan to issue the Amazon Notes promptly on or about the firstsecond business day following the Expiration Date (the “Settlement Date”), assuming that the conditions to the exchange offer are satisfied or, where permitted, waived.
The Whole Foods Marketexchange offer is not subject to any minimum tender condition, but is subject to customary conditions.
The exchange of the New Notes are not, and the Amazonfor Outstanding Notes will not be listeda taxable exchange for U.S. federal income tax purposes.
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act, in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in any such resale. See “Plan of Distribution.”
There is no existing public market for the Outstanding Notes or the New Notes. We do not intend to list the New Notes on any securities exchange.
This investment involves risks. Before participating in the exchange offer, and consenting to the proposed amendments to the Whole Foods Market Indenture, please see the sections entitled “Risk Factors” beginning on page 189 of this prospectus and beginning on page 3534 of our Quarterly Report on Form10-Q for the fiscal quarter ended September 30, 2017,March 31, 2018, which is incorporated by reference in this prospectus for a discussion of the risks that you should consider in connection with your investment in the AmazonNew Notes.
Neither the SECU.S. Securities and Exchange Commission (the “SEC” or the “Commission”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
None of Amazon, Whole Foods Market, the dealer manager for the exchange offer and solicitation agent for the consent solicitation (the “dealer manager”), Global Bondholder Services Corporation, the exchange agent and information agent for the exchange offer and consent solicitation (the “exchange agent” or the “information agent”), the Whole Foods Market Trustee, or the Amazon Trustee (as defined in this prospectus), or any other person makes any recommendation as to whether you should exchange your Whole Foods Market Notes in the exchange offer or deliver your consent to the proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes.
The dealer manager for the exchange offer and solicitation agent for consent solicitation is:
BofA Merrill Lynch
The date of this prospectus is , 2017
2018
1 | ||||
13 | ||||
DESCRIPTION OF | ||||
44 | ||||
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT AMAZON AND WHOLE FOODS MARKET FROM DOCUMENTS FILED WITH THE SEC, THAT HAVE NOT BEEN INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS INFORMATION IS AVAILABLE AT THE INTERNET WEB SITE THE SEC MAINTAINS AT WWW.SEC.GOV, AS WELL AS FROM OTHER SOURCES. PLEASE SEE THE SECTION OF THIS PROSPECTUS “WHERE YOU CAN FIND MORE INFORMATION.” YOU ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM AMAZON, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO AMAZON’S INFORMATION AGENT AT ITS ADDRESS OR TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS. IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS, YOU MUST MAKE YOUR REQUEST NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE EARLY PARTICIPATIONEXPIRATION DATE, AS IT MAY BE EXTENDED.
i
As used in this prospectus, unless the context requires otherwise, “we,” “us,” the “Company,” or “Amazon” means Amazon.com, Inc. and its consolidated subsidiaries (including Whole Foods Market, Inc. (“Whole Foods Market”)).subsidiaries.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus. We and the dealer manager take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business, financial condition, results of operations, and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Before making any decision on the exchange offer, and consent solicitation, you should read this prospectus and any prospectus supplement, together with the documents incorporated by reference in this prospectus, the registration statement, the exhibits thereto, and the additional information described under the heading “Where You Can Find More Information.”
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at1-800-SEC-0330. The SEC also maintains a website atwww.sec.gov that contains reports, proxy, and information statements and other information regarding Amazon.com, Inc. and other companies that file materials with the SEC electronically. Copies of our periodic and current reports and proxy statements may be obtained, free of charge, on our website atwww.amazon.com/ir. This reference to our Internet address is for informational purposes only and shall not, under any circumstances, be deemed to incorporate the information available at or through such Internet address into this prospectus.
This prospectus and the documents incorporated by reference into this prospectus containinclude forward-looking statements. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position, made in or incorporated by reference into this prospectus are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates, changes in global economic conditions and customer spending, world events, the rate of growth of the Internet, online commerce, and cloud services, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products and services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income or other taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of legal proceedings and claims, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, seasonality, the degree to which we enter into, maintain, and develop commercial agreements, proposed and completed acquisitions and strategic
ii
transactions, payments risks, and risks of fulfillment throughput and productivity. In addition, the current global
i
economic climate amplifies many of these risks. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in our Quarterly Report on Form10-Q for the quarterly period ended September 30, 2017,March 31, 2018, under “Item 1A. Risk Factors.” Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, you are advised to consult any additional disclosures we make in our Annual Reports on Form10-K, Quarterly Reports on Form10-Q, and Current Reports on Form8-K filed with the SEC. See “Where You Can Find More Information.”
iiiii
The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes the basic terms of the exchange offer, and consent solicitation, as well as information about our business. We encourage you to read this prospectus and any prospectus supplement, as well as the information incorporated by reference in this prospectus, and the registration statement and the exhibits thereto in their entirety in order to understand the exchange offer and consent solicitation fully. You should also read “Risk Factors” in this prospectus for more information about important risks that you should consider before making an investment decision in the exchange offer and consent solicitation.offer.
About Amazon.com
Amazon.com opened its virtual doors on the World Wide Web in July 1995. We seek to be Earth’s most customer-centric company. We are guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. In each of our segments, we serve our primary customer sets, consisting of consumers, sellers, developers, enterprises, and content creators. In addition, we provide services, such as advertising services andco-branded credit card agreements.
We have organized our operations into three segments: North America, International, and Amazon Web Services (“AWS”). These segments reflect the way the Company evaluates its business performance and manages its operations.
Corporate Information
Amazon.com, Inc. was incorporated in 1994 in the Statestate of Washington and reincorporated in 1996 in the Statestate of Delaware. Our principal corporate offices are located at 410 Terry Avenue North,in Seattle, Washington 98109 and our phone number is (206)266-1000.Washington. We completed our initial public offering in May 1997 and our common stock is listed on the Nasdaq Global Select Market under the symbol “AMZN.”
Questions and Answers about the Exchange Offer and Consent Solicitation
|
The Amazon Notes will be issued under and governed by the terms of the Amazon Indenture (as defined in this prospectus) described under “The Exchange Offer and Consent Solicitation.” The Amazon Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not accept any tender that would result in the issuance of less than $2,000 principal amount of Amazon Notes with respect to such tender. If Amazon would be required to issue an Amazon Note in a minimum denomination other than $2,000 or a larger whole multiple of $1,000, Amazon will, in lieu of such issuance:
Except as otherwise set forth above: (i) instead of receiving a payment for accrued interest on Whole Foods Market Notes that you exchange, the Amazon Notes you receive in exchange for those Whole Foods Market Notes will accrue interest from (and including) the most recent interest payment date on those Whole Foods Market Notes and (ii) no accrued but unpaid interest will be paid on the Whole Foods Market Notes that you tender for exchange.
By tendering your Whole Foods Market Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Whole Foods Market Indenture, as further described under “The Proposed Amendments.” You may not consent to the proposed amendments to the Whole Foods Market Indenture without tendering your Whole Foods Market Notes in the exchange offer and you may not tender your Whole Foods Market Notes for exchange without consenting to the proposed amendments. The proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived. You may revoke your consent at any time before the Expiration Date by withdrawing the Whole Foods Market Notes you have tendered.
If the Requisite Consents have been received before the Expiration Date, assuming all other conditions of the exchange offer and consent solicitation are satisfied or, where permitted, waived, all of the sections or provisions of the Whole Foods Market Indenture listed below will be deleted or modified, as applicable:
Company Reporting Covenant. Although the proposed amendments would also delete the company reporting covenant in the Whole Foods Market Indenture, Whole Foods Market has already ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly, has ceased to file periodic reports or information with the SEC or the Whole Foods Market Trustee or to provide such reports or information to any holders of the Whole Foods Market Notes.
Conforming Delivery Date of Annual Compliance Certificate. The proposed amendments would also amend Section 4.05 of the Whole Foods Market Base Indenture—Compliance Certificate—to conform the delivery date of the annual compliance certificate to that of the Amazon Indenture.
Conforming Changes, etc. The proposed amendments would amend the Whole Foods Market Indenture to make certain conforming or other changes to the Whole Foods Market Indenture, including modification or deletion of certain definitions and cross-references.
The elimination or modification of the restrictive covenants contemplated by the proposed amendments would, among other things, permit Whole Foods Market and its subsidiaries to take actions that could be adverse to the interests of the holders of the Whole Foods Market Notes that remain outstanding after consummation of the exchange offer and consent solicitation. See “Description of Differences Between the Whole Foods Market Notes and the Amazon Notes,” “The Exchange Offer and Consent Solicitation,” “The Proposed Amendments,” and “Description of New Amazon Notes.”
However, 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 the tendered
Whole Foods Market Note, as well as the same interest payment dates and optional redemption prices, and will accrue interest from and including the most recent interest payment date of the tendered Whole Foods Market Note. Amazon Notes will have features that are consistent with other outstanding notes of Amazon. See “Description of Differences Between the Whole Foods Market Notes and the Amazon Notes.”
The Amazon Notes offered will also be structurally subordinated to all liabilities of our subsidiaries and any subsidiaries that we may in the future acquire or establish. See “Risk Factors—Risks Related to the Amazon Notes—The Amazon Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.”
The Amazon Notes will be the obligations solely of Amazon and will not be guaranteed by any subsidiary of Amazon. While the Whole Foods Market Notes were initially guaranteed by certain subsidiaries of Whole Foods Market, such guarantees were automatically released pursuant to Section 7.03(c) of the Whole Foods Market First Supplemental Indenture on August 28, 2017. As of the date hereof, the Whole Foods Market Notes are the obligations solely of Whole Foods Market and are not guaranteed by any subsidiary of Whole Foods Market.
Following the Expiration Date, tenders of Whole Foods Market Notes may not be validly withdrawn unless Amazon is required by law to permit withdrawal. In the event of termination of the exchange offer, the Whole Foods Market Notes tendered will be promptly returned to the tendering holders. See “The Exchange Offer and Consent Solicitation—Procedures for Tendering and Consenting—Withdrawal of Tenders and Revocation of Corresponding Consents.”
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company, or other nominee may establish its own earlier deadlines for participation in the exchange offer and consent solicitation. Accordingly, beneficial owners wishing to participate in the exchange offer and consent solicitation should contact their broker, dealer, commercial bank, trust company, or other nominee as soon as possible in order to determine the times by which you must take action in order to participate in the exchange offer and consent solicitation.
BofA Merrill Lynch
214 North Tryon Street, 14th Floor
Charlotte, North Carolina 28255
Attention: Liability Management Group
Collect: (980)387-3907
Toll-Free: (888)292-0070
Questions concerning exchange and consent procedures and requests for additional copies of this prospectus and the letter of transmittal and consent should be directed to the information agent:
Global Bondholder Services Corporation
65 Broadway—Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers Call Collect: (212)430-3774
All Others, Please Call Toll-Free: (866)470-3900
contact@gbsc-usa.com
Amendments and Supplements
We may be required to amend or supplement this prospectus at any time to add, update, or change the information contained in this prospectus. You should read this prospectus and any prospectus supplement, together with the documents incorporated by reference in this prospectus, the registration statement, the exhibits to the registration statement, and the additional information described under the heading “Where You Can Find More Information.”
Risk Factors
An investment in the AmazonNew Notes involves risks. You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors” beginning on page 18,9, as well as the other risk factors and other information included in or incorporated by reference into this prospectus, before making such an investment.
The Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the New Notes for the Outstanding Notes. The terms of the New Notes offered in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the New Notes will be registered under the Securities Act and Consent Solicitationcertain transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the New Notes. For a more complete description, see “Description of the New Notes.”
Exchange Offer |
|
$1,000,000,000 aggregate principal amount of |
$2,000,000,000 aggregate principal amount of |
$3,500,000,000 aggregate principal amount of |
$2,750,000,000 aggregate principal amount of |
$3,500,000,000 aggregate principal amount of our 4.050% notes due August 22, 2047. |
$2,250,000,000 aggregate principal amount of our 4.250% notes due August 22, 2057. |
|
|
|
Bank, National Association, as trustee, as supplemented by the Officers’ Certificate, dated as of August 22, 2017, establishing the terms of the notes in a private transaction in reliance on Rule 144A and Regulation S under the Securities Act. |
Tenders; Expiration Date; Withdrawal | The exchange offer will expire immediately following 5:00 p.m., New York City time, on , 2018, unless extended (the “Expiration Date”), which is 21 business days after the exchange offer is commenced. If you decide to exchange your Outstanding Notes for New Notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the New Notes. You may withdraw any Outstanding Notes that you tender for exchange at any time prior to the expiration of the exchange offer. If we decide for any reason not to accept any Outstanding Notes you have tendered for exchange, those Outstanding Notes will be returned to you without cost promptly after the expiration or termination of the exchange offer. See “The Exchange |
No Guaranteed Delivery Procedures | No guaranteed delivery procedures are available in connection with the exchange |
|
|
|
Conditions | The consummation of the exchange offer is subject to |
|
|
U.S. Federal Income Tax Considerations |
Consequences of Not Exchanging | Outstanding Notes that are not tendered or that are tendered but not accepted will continue to be subject to the restrictions on transfer that are described in the legend on those notes. In general, you may offer or sell your Outstanding Notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. Except in limited circumstances with respect to specific types of holders of Outstanding Notes, we will have no further obligation to register the Outstanding Notes. If you do not |
Consequences of Exchanging Outstanding Notes |
|
If any of these conditions is not satisfied and you transfer any New Notes |
Interest on Outstanding Notes Exchanged in the Exchange Offer | Holders of such New Notes as of the record date for the first interest payment date for the New Notes offered hereby following the consummation of the exchange offer, will receive interest accruing from February 21, 2018, in the case of the New 2020 Notes, or February 22, 2018, in the case of the New 2023 Notes, the New 2024 Notes, the New 2027 Notes, the New 2037 Notes, the New 2047 Notes, and the |
Use of Proceeds |
Exchange Agent |
|
|
|
Risk Factors | For risks related to the exchange offer, |
Further Information | You should direct |
We may be required to amend or supplement this prospectus at any time to add, update, or change the information contained in this prospectus. You should read this prospectus and any prospectus supplement, together with the documents incorporated by reference in this prospectus, the registration statement, the exhibits to the registration statement, and the additional information described under the heading “Where You Can Find More Information.”
The New Amazon Notes
A brief description of the material terms of the New Notes follows. For a more complete description, see “Description of the New Notes.”
Issuer | Amazon.com, Inc. |
New Notes Offered | $1,000,000,000 aggregate principal amount of |
$1,000,000,000 aggregate principal amount of our 2.400% notes due February 22, 2023.
$2,000,000,000 aggregate principal amount of our 2.800% notes due August 22, 2024.
$3,500,000,000 aggregate principal amount of our 3.150% notes due August 22, 2027.
$2,750,000,000 aggregate principal amount of our 3.875% notes due August 22, 2037.
$3,500,000,000 aggregate principal amount of our 4.050% notes due August 22, 2047.
$2,250,000,000 aggregate principal amount of our 4.250% notes due August 22, 2057.
Interest | The |
The New 2023 Notes will bear interest at a rate of 2.400% per annum.
The New 2024 Notes will bear interest at a rate of 2.800% per annum.
The New 2027 Notes will bear interest at a rate of 3.150% per annum.
The New 2037 Notes will bear interest at a rate of 3.875% per annum.
The New 2047 Notes will bear interest at a rate of 4.050% per annum.
The New 2057 Notes will bear interest at a rate of 4.250% per annum.
Interest Payment Dates | We will pay interest semi-annually on the |
|
|
Maturity Date | The New 2020 Notes will mature on August 21, 2020. |
The New 2023 Notes will mature on February 22, 2023.
The New 2024 Notes will mature on August 22, 2024.
The New 2027 Notes will mature on August 22, 2027.
The New 2037 Notes will mature on August 22, 2037.
The New 2047 Notes will mature on August 22, 2047.
The New 2057 Notes will mature on August 22, 2057.
Optional Redemption | We may, at our option, redeem any series of the New Notes, in whole or in part, at any time (until, in the case of the New 2023 Notes, January 22, 2023; in the case of the New 2024 Notes, June 22, 2024; in the case of the New 2027 Notes, May 22, 2027; in the case of the New 2037 Notes, February 22, 2037; in the case of the New 2047 Notes, February 22, 2047; and in the case of the New 2057 Notes, February 22, 2057) at a price equal to the greater of (1) 100% of the principal amount of the applicable series of New Notes to be redeemed, and (2) the sum of the present value of the remaining scheduled payments of principal and interest on the New Notes to be redeemed from the redemption date to the maturity date discounted from the scheduled payment dates to the redemption date (at a discount rate described in “Description of the New Notes—Optional Redemption”) plus 7.5 basis points in the case of the New 2020 Notes, plus 10 basis points in the case of the New 2023 Notes, plus 12.5 basis points in the case of the New 2024 Notes, plus 15 basis points in the case of the New 2027 Notes, plus 15 basis points in the case of the New 2037 Notes, plus 20 basis points in the case of the New 2047 Notes, and plus 25 basis points in the case of the New 2057 Notes, plus accrued and unpaid interest up to, but excluding, the redemption date. |
Notwithstanding the immediately preceding paragraph, we may, at our option, redeem the New 2023 Notes, in whole or in part, at any time, on or after January 22, 2023 (one month prior to the maturity date of the New 2023 Notes); redeem the New 2024 Notes, in whole or in part, at any time, on or after June 22, 2024 (two months prior to the maturity date of the New 2024 Notes); redeem the New 2027 Notes, in whole or in part, at any time, on or after May 22, 2027 (three months prior to the maturity date of the New 2027 Notes); redeem the New 2037 Notes, in whole or in part, at any time, on or after February 22, 2037 (six months prior to the maturity date of the New 2037 Notes); redeem the New 2047 Notes, in whole or in part, at any time, on or after February 22, 2047 (six months prior to the maturity date of the New 2047 Notes); and redeem the New 2057 Notes, in whole or in part, at any time, on or after February 22, 2057 (six months prior to the maturity date of the New 2057 Notes) at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. |
For more information see “Description of the New Notes—Optional Redemption.” |
Ranking | The New Notes will be senior unsecured obligations of ours and will rank equally with all our other unsecured indebtedness from time to time outstanding. |
No Guarantees | The |
Further Issuances | We may, without the consent of existing holders, increase the principal amount of the |
Denominations |
|
Trustee | Wells Fargo Bank, National Association. |
Form of Notes | We will issue the New Notes of each series in the form of one or more fully registered global notes registered in the name of the nominee of The Depository Trust Company. Investors may elect to hold the interests in the global notes through any of The Depository Trust Company, the Euroclear System, or Clearstream Banking S.A., as described under “Description of the New Notes—Book-Entry, Delivery, and Form.” |
Use of Proceeds |
Risk Factors | You should consider carefully all the information set forth in and incorporated by reference in this prospectus and any prospectus supplement, together with the registration statement and the exhibits thereto, including the risks and uncertainties described below in the section entitled “Risk Factors” beginning on page |
Report on Form 10-Q for the fiscal quarter ended March 31, 2017. Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations, and prospects, and could result in a partial or complete loss of your investment. |
Absence of Public Market | There is no current public market for any series of New Notes and a market may not develop. Accordingly, we cannot assure you as to the development or liquidity of any market for your New Notes. Certain of the initial purchasers of the Outstanding Notes have advised us that they currently intend to make a market in the New Notes. However, they are not obligated to do so, and they may discontinue any market making activities with respect to the New Notes without notice to you or us. We do not intend to apply for listing of the New Notes of any series on any securities exchange. |
Governing Law | The |
Participating in the exchange offer and the consent solicitation involves certain risks. In addition to the other information contained in, or incorporated by reference into, this prospectus and any prospectus supplement, you should carefully consider the following discussion of risks before deciding whether participating in the exchange offer and consent solicitation is suitable for you. In addition, you should carefully consider the other risks, uncertainties, and assumptions that are set forth under the caption “Risk Factors” in our Quarterly Report on Form10-Q for the quarter ended September 30, 2017,March 31, 2018, before deciding to participate in the exchange offer and consent solicitation.offer.
In addition to the foregoing risks relating to us, the following are additional risks relating to the AmazonNew Notes and the exchange offer, and the consent solicitation.offer.
Risks Related to the AmazonNew Notes
The AmazonNew Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The AmazonNew Notes are obligations exclusively of Amazon.com, Inc. and not of any of our subsidiaries. Our operations are primarily conducted through our subsidiaries, which are separate legal entities that have no obligation to pay any amounts due under the AmazonNew Notes or to make any funds available therefor, whether by dividends, loans, or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the AmazonNew Notes). Consequently, the AmazonNew Notes will be structurally subordinated to all liabilities of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
The AmazonNew Notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the AmazonNew Notes.
The AmazonNew Notes are our unsecured general obligations, ranking equally with other senior unsecured indebtedness of Amazon outstanding from time to time. The Amazon Indenture and our existing outstanding senior notes (the “Existing Amazon Notes”), and the agreements governing our other debt, permit us and our subsidiaries to incur additional indebtedness, including secured debt. If we incur any additional secured debt, our assets will be subject to prior claims by our secured creditors to the extent of the value of the assets securing such indebtedness. In the event of our bankruptcy, liquidation, reorganization, or other winding up, assets that secure debt will be available to pay obligations on the AmazonNew Notes only after all debt secured by those assets has been repaid in full. Holders of the AmazonNew Notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including holders of our Existing Amazon Notes and our trade creditors. If we incur any additional obligations that rank equally with the AmazonNew Notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the AmazonNew Notes and the Existing Amazon Notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution, or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all of these creditors, all or a portion of the AmazonNew Notes then outstanding would remain unpaid.
The limited covenants in the Amazon Indenture and the terms of the AmazonNew Notes do not provide protection against some types of important corporate events and may not protect your investment.
The Amazon Indenture does not:
As a result of the foregoing, when evaluating the terms of the AmazonNew Notes, you should be aware that the terms of the Amazon Indenture and the AmazonNew Notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances, and events, such as certain acquisitions, refinancings, or recapitalizations that could substantially and adversely affect our capital structure and the value of the AmazonNew Notes. For these reasons, you should not consider the covenants in the Amazon Indenture as a significant factor in evaluating whether to invest in the AmazonNew Notes.
Changes in our credit ratings may adversely affect your investment in the AmazonNew Notes.
The major debt rating agencies routinely evaluate our debt. These ratings are not recommendations to purchase, hold, or sell the AmazonNew Notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor, are limited in scope, and do not address all material risks relating to an investment in the AmazonNew Notes, but rather reflect only the view of each rating agency at the time the rating is issued. The ratings are based on information furnished to the ratings agencies by us and information obtained by the ratings agencies from other sources. An explanation of the significance of such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended, or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market value and liquidity of the AmazonNew Notes and increase our corporate borrowing costs.
There may not be active trading markets for the AmazonNew Notes.
We cannot assure you that trading markets for the AmazonNew Notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any markets that may develop for the AmazonNew Notes, your ability to sell your AmazonNew Notes, or the prices at which you will be able to sell your AmazonNew Notes. Future trading prices of the AmazonNew Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the AmazonNew Notes, and the market for similar securities. Any trading markets that develop for the AmazonNew Notes would be affected by many factors independent of and in addition to the foregoing, including the:
Redemption of the AmazonNew Notes may adversely affect your return on such AmazonNew Notes.
We have the right to redeem all of the AmazonNew Notes prior to maturity. We may redeem these AmazonNew Notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of your AmazonNew Notes.
Risks RelatedRelating to the Exchange Offer and the Consent Solicitation
The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of Whole Foods Market Notes.
Although the Whole Foods Market Indenture currently contains limited protections, if the proposed amendments to the Whole Foods Market Indenture are adopted, the covenants and certain other terms of such amended Whole Foods Market Notes will be even less restrictive and will afford reduced protections to any remaining holders of such Whole Foods Market Notes compared to the covenants and other provisions currently in place.
The proposed amendments to the Whole Foods Market Indenture would, 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 Whole Foods Market Indenture so they will no longer apply, as well as change the delivery date of the annual compliance certificate.
If the proposed amendments are adopted for the Whole Foods Market Notes, eachnon-exchanging holder of the Whole Foods Market Notes will be bound by the proposed amendments even if that holder did not consent to the proposed amendments. These amendments will permit us to take certain actions previously prohibited that could increase the credit risk of Whole Foods Market, and might adversely affect the liquidity, market price, and price volatility of the Whole Foods Market Notes or otherwise be adverse to the interests of the holders of the Whole Foods Market Notes. See “The Proposed Amendments.”
The liquidity of the Whole Foods Market Notes that are not exchanged will be reduced.
We expect that the trading market for unexchanged Whole Foods Market Notes will become more limited due to the reduction in the amount of the Whole Foods Market Notes outstanding upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price, and price volatility of these securities. If a market for unexchanged Whole Foods Market Notes exists or develops, those securities may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities, and other factors. However, we cannot assure you that an active market in the unexchanged Whole Foods Market Notes will exist, develop, or be maintained or as to the prices at which the unexchanged Whole Foods Market Notes may be traded.
Trading in the Whole Foods Market NotesYou may be adversely affected by the lack of information about Whole Foods Market.
Whole Foods Market has ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly, it will no longer provide reports or information to the SEC, the Whole Foods Market Trustee, or holders of the Whole Foods Market Notes. Although we currently expect the credit rating agencies to continue to rate the Whole Foods Market Notes following completion of the exchange, in the future one or more credit rating agencies may cease to provide a credit rating for the Whole Foods Market Notes. Trading in the Whole Foods Market Notes may be adversely affected by the lack of current publicly available information about Whole Foods Market.
The exchange offer and consent solicitation may be cancelled or delayed.
The consummation of the exchange offer is subject to, and conditional upon the satisfaction or, where permitted, waiver of, the conditions specified in this prospectus, including the receipt of the Requisite Consents. Even if the exchange offer and consent solicitation are completed, the exchange offer and consent solicitation may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer and consent solicitation may have to wait longer than they expect to receive their Amazon Notes and the cash consideration offered.
We may acquire Whole Foods Market Notes in future transactions.
We may in the future seek to acquire Whole Foods Market Notes in open market or privately-negotiated transactions, through subsequent exchange offers, or otherwise. The terms of any of those purchases or offers could differ from the terms of this exchange offer and such other terms may be more or less favorable to holders of Whole Foods Market Notes.
You may not receive Amazon Notes in the exchange offer if you do not follow the procedures for thefail to exchange offer.Outstanding Notes.
We will issue the AmazonNew Notes in exchange for your Whole Foods Market Notesto you only if you tender your Whole Foods MarketOutstanding Notes and deliverare timely received by the exchange agent, together with all required documents, including a properly completed and duly executedsigned letter of transmittal and consent or the electronic transmittal through DTC’s ATOP and other required documents before the expiration of the exchange offer. Youtransmittal. Therefore, you should allow sufficient time to ensure timely delivery of the necessary documents. Beneficial ownersOutstanding Notes, and you should be aware that their broker, dealer, commercial bank, trust company, or other nominee may establish its own earlier deadlines for participation incarefully follow the instructions on how to tender your Outstanding Notes. Neither we nor the exchange offer and consent solicitation. Accordingly, beneficial owners wishingagent are required to tell you of any defects or irregularities with respect to your tender of the Outstanding Notes. If you are eligible to participate in the exchange offer and consent solicitation should contact their broker, dealer, commercial bank, trust company,do not tender your Outstanding Notes or other nominee as soon as possible in order to determine the times by whichif we do not accept your Outstanding Notes because you must take action in order to participate indid not tender your Outstanding Notes properly, then, after we consummate the exchange offer, you will continue to hold Outstanding Notes that are subject to the existing transfer restrictions and consent solicitation.will no longer have any registration rights or be entitled to any special interest with respect to the Outstanding Notes. In addition:
The consideration to be received
We have made no determination that the consideration to be received in the exchange offer represents a fair valuation of either the Whole Foods Market Notes or the Amazon Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to youprospectus delivery requirements of the consideration to be received by holdersSecurities Act in connection with any resale of Whole Foods Market Notes. None of Amazon, Whole Foods Market, the dealer manager, the exchange agent, the information agent, the Amazon Trustee, the Whole Foods Market Trustee, or any other person is making any recommendation as to whether or notNew Notes; and
A holder will recognize gain or loss on the exchange of Whole Foods Market Notes for Amazon Notes and cash.
We believe that the exchange of Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer will be treated as a disposition of Whole Foods Market Notesyour own account in exchange for AmazonOutstanding Notes and cash on which gainthat you acquired as a result of market-making activities or loss is recognized for U.S. federal income tax purposes. Accordingly,other trading activities, you will be required to acknowledge that you will deliver a U.S. Holder (as definedprospectus in “Material U.S. Federal Income Tax Consequences”) that tenders the Whole Foods Market Notes in exchange for Amazon Notes and cash will generally recognize taxable gain or loss for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences—U.S. Holders—The Exchange Offer.”
The U.S. federal income tax treatmentconnection with any resale of holders who do not tender their Whole Foods Market Notes pursuant tothose New Notes.
After the exchange offer is unclear.
The adoption of the proposed amendmentsconsummated, if you continue to hold any Outstanding Notes, you may or may not result in a deemed exchange of Whole Foods Markethave difficulty selling them because there will be fewer Outstanding Notes for “new” notes (the “Amended Notes”) for U.S. federal income tax purposes. If the adoption of the proposed amendments does not result in a deemed exchange,non-exchanging holders should not realize gain or loss as a result of the adoption of the proposed amendments and completion of the exchange offer. If the adoption of the proposed amendments does result in a deemed exchange, a U.S. Holder could recognize taxable gain or loss on the deemed exchange of Whole Foods Market Notes for Amended Notes. See “Material U.S. Federal Income Tax Consequences—Holders Not Tendering in the Exchange Offer.”outstanding.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference into this prospectus. See “Where You Can Find More Information” and “Information Incorporated By Reference.”
Nine Months Ended September 30, 2017 |
Fiscal Year | |||||||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||
Ratio of earnings to fixed charges(1) | 3.92x | 7.19x | 3.70x | — | 3.52x | 5.07x |
Three Months Ended March 31, 2018 | Fiscal Year | |||||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||||
Ratio of earnings to fixed charges (1) | 5.62x | 4.53x | 7.19x | 3.70x | — | 3.52x |
(1) | For the fiscal year ended December 31, 2014, earnings were insufficient to cover fixed charges by $117 million. |
The ratio of earnings to fixed charges is computed by dividing (i) “earnings” consisting of the sum of (x) income before income taxes and losses from equity interests, and (y) fixed charges by (ii) fixed charges.
The term “fixed charges” means the sum of the following: (a) interest expensed and capitalized, (b) amortized premiums, discounts, and capitalized expenses related to indebtedness, (c) an estimate of the interest within rental expense, and (d) preference security dividend requirements of consolidated subsidiaries.
We will not receive any cash proceeds from the issuance of the AmazonNew Notes in connection with the exchange offer. In exchange for issuing the AmazonNew Notes and paying the cash consideration, we will receive the tendered Whole Foods Market Notes, which will have the statusOutstanding Notes.
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
On August 28, 2017, Amazon completed its acquisition of Whole Foods Market, Inc., a Texas corporation (“Whole Foods Market”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 15, 2017, by and among Amazon, Whole Foods Market, and Walnut Merger Sub, Inc., a wholly-owned subsidiary of Amazon (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Whole Foods Market on August 28, 2017, with Whole Foods Market continuing as the surviving corporation and a wholly-owned subsidiary of Amazon (the “Merger”). Amazon acquired 100% of the outstanding stock of Whole Foods Market for cash consideration of approximately $13.2 billion, net of cash acquired.
Amazon financed the acquisition with net proceeds from the issuance of the Outstanding Notes.
A pro forma balance sheet has not been presented since the transaction is reflected in Amazon’s audited financial statements and accompanying notes as of December 31, 2017, included in Amazon’s Annual Report on Form 10-K, filed with the SEC on February 2, 2018.
The unaudited pro forma combined statements of operations were prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 805,Business Combinations, with Amazon considered as the accounting acquirer and Whole Foods Market as the accounting acquiree. Accordingly, consideration paid by Amazon to complete the Merger has been allocated to identifiable assets and liabilities of Whole Foods Market based on estimated fair values as of the closing date of the Merger. Management made an allocation of the consideration transferred to the assets acquired and liabilities assumed based on the information available and management’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The purchase price allocation has been completed as of March 31, 2018 with no material adjustments from the allocation disclosed in Amazon’s Annual Report on Form 10-K, filed with the SEC on February 2, 2018.
The following unaudited pro forma combined statements of operations and related notes present the historical statements of operations of Amazon adjusted to reflect Amazon’s acquisition of all outstanding shares of Whole Foods Market and the issuance of the Outstanding Notes. The historical consolidated financial statements have been adjusted in the Unaudited Pro Forma Combined Statement of Operations to give effect to pro forma events that are: (1) directly attributable to the Merger, (2) factually supportable, and (3) with respect to the unaudited pro forma combined statements of operations, expected to have a continuing impact on the combined results following the business combination. The unaudited pro forma combined statements of operations for the year ended December 31, 2017 give effect to the acquisition as if it had occurred on January 1, 2017, the first day of Amazon’s last fiscal year.
These unaudited pro forma combined statements of operations have been derived from, and should be read in conjunction with:
Unaudited Pro Forma Combined Statements of Operations
Year Ended December 31, 2017
(in millions, except per share data)
Amazon | Whole Foods Market (Notes 1 & 3) | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||
Net product sales | $ | 118,573 | $ | 9,827 | $ | — | $ | 128,400 | ||||||||||
Net service sales | 59,293 | 12 | — | 59,305 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total net sales | 177,866 | 9,839 | — | 187,705 | ||||||||||||||
Operating expenses: | ||||||||||||||||||
Cost of sales | 111,934 | 5,869 | — | 117,803 | ||||||||||||||
Fulfillment | 25,249 | 3,405 | 246 | 4(a) | 28,900 | |||||||||||||
Marketing | 10,069 | 61 | — | 10,130 | ||||||||||||||
Technology and content | 22,620 | 113 | — | 22,733 | ||||||||||||||
General and administrative | 3,674 | 107 | (104 | ) | 4(b) | 3,677 | ||||||||||||
Other operating expense, net | 214 | — | 51 | 4(c) | 265 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total operating expenses | 173,760 | 9,555 | 193 | 183,508 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Operating income | 4,106 | 284 | (193 | ) | 4,197 | |||||||||||||
Interest income | 202 | — | — | 202 | ||||||||||||||
Interest expense | (848 | ) | (30 | ) | (296 | ) | 4(d) | (1,174 | ) | |||||||||
Other income (expense), net | 346 | 7 | — | 353 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total non-operating income (expense) | (300 | ) | (23 | ) | (296 | ) | (619 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||||
Income before income taxes | 3,806 | 261 | (489 | ) | 3,578 | |||||||||||||
Provision for income taxes | (769 | ) | (102 | ) | 131 | 4(e) | (740 | ) | ||||||||||
Equity-method investment activity, net of tax | (4 | ) | — | — | (4 | ) | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Net income | $ | 3,033 | $ | 159 | $ | (358 | ) | $ | 2,834 | |||||||||
|
|
|
|
|
|
|
| |||||||||||
Basic earnings per share | $ | 6.32 | 4(f) | $ | 5.90 | |||||||||||||
|
|
|
| |||||||||||||||
Diluted earnings per share | $ | 6.15 | 4(f) | $ | 5.75 | |||||||||||||
|
|
|
| |||||||||||||||
Weighted-average shares used in computation of earnings per share: | ||||||||||||||||||
Basic | 480 | 480 | ||||||||||||||||
|
|
|
| |||||||||||||||
Diluted | 493 | 493 | ||||||||||||||||
|
|
|
|
See accompanying notes to the unaudited pro forma combined statements of operations.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Note 1—Basis of Presentation
The unaudited pro forma combined statements of operations were derived from the historical audited consolidated financial statements and unaudited consolidated financial statements of Amazon and Whole Foods Market, and give effect to the acquisition as if it had occurred on January 1, 2017, the first day of Amazon’s last fiscal year.
The historical consolidated financial statements have been adjusted in the unaudited pro forma combined statements of operations to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable, and (3) with respect to the unaudited pro forma combined statements of operations, expected to have a continuing impact on the combined results following the business combination.
Prior to 2018, Whole Foods Market had a different fiscal year end than Amazon. Whole Foods Market utilized a fiscal year ending on the last Sunday of the month of September and Amazon’s fiscal year ends on December 31 of each year. Whole Foods Market’s fiscal year ended September 24, 2017 represented the period from September 26, 2016 through September 24, 2017. As the fiscal years differed by more than 93 days, pursuant to Rule 11-02(c)(3) of Regulation S-X, Whole Foods Market financial information was adjusted for the purpose of preparing the unaudited pro forma combined statement of operations for the year ended December 31, 2017. The historical statement of operations of Whole Foods Market financial information used in the unaudited pro forma combined statement of operations for the year ended December 31, 2017 was prepared by taking the unaudited quarterly consolidated statements of operations for the 40 weeks ended July 2, 2017, and subtracting the unaudited quarterly consolidated statements of operations for the 16 weeks ended January 15, 2017, and adding the unaudited consolidated statements of operations for the 8 weeks ended August 27, 2017.
The unaudited pro forma combined statement of operations are based on a purchase price allocation, provided for illustrative purposes only, and do not purport to represent what the combined company’s results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. In addition, the unaudited pro forma combined statement of operations do not reflect any future planned cost savings initiatives following the completion of the business combination.
Note 2—Purchase Price Allocation
Amazon completed the acquisition of Whole Foods Market for cash consideration of approximately $13.2 billion, net of cash acquired of $398 million, which consisted of consideration paid to former holders of common stock of Whole Foods Market at $42.00 a share, or $13.6 billion, including approximately $123 million to former holders of certain outstanding Whole Foods Market equity awards. Amazon financed the acquisition with net proceeds from the issuance of the Outstanding Notes.
The acquisition of Whole Foods Market has been accounted for as a business combination, under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of August 28, 2017, the acquisition date. As of the acquisition date, goodwill is measured as the excess of consideration transferred, which is also generally measured at fair value of the net acquisition date fair values of the assets acquired and liabilities assumed.
The following table summarizes the allocation of the purchase price as of the acquisition date (in millions):
Purchase Price |
| |||
Cash paid, net of cash acquired | $ | 13,176 | ||
|
| |||
$ | 13,176 | |||
|
| |||
Allocation | ||||
Goodwill | $ | 9,010 | ||
Intangible assets (1): | ||||
Marketing-related | 1,928 | |||
Contract-based | 407 | |||
|
| |||
2,335 | ||||
Property and equipment | 3,794 | |||
Deferred tax assets | 95 | |||
Other assets acquired | 1,711 | |||
Long-term debt | (1,158 | ) | ||
Deferred tax liabilities | (925 | ) | ||
Other liabilities assumed | (1,686 | ) | ||
|
| |||
$ | 13,176 | |||
|
|
(1) | Acquired intangible assets have estimated useful lives of between one and twenty-five years, with a weighted-average amortization period of twenty-three years, primarily driven by the Whole Foods Market tradename. |
This purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma combined statement of operations. The purchase price allocation has been completed as of March 31, 2018 with no material adjustments from the allocation disclosed above and in Amazon’s Annual Report on Form 10-K, filed with the SEC on February 2, 2018.
Note 3—Reclassifications
Amazon has made certain reclassifications to the Whole Foods Market historical statements of operations for the purpose of preparing the unaudited pro forma combined statement of operations for the 32 weeks ended August 27, 2017, to conform to Amazon’s historical presentation as detailed below. Reclassifications in the unaudited pro forma combined statement of operations for the 32 weeks ended August 27, 2017 (in millions):
Whole Foods Market Consolidated Statement of Operations | (a) | Adjustments | (d) | Whole Foods Market Consolidated Statement of Operations after Adjustments | ||||||||||||||||||||
(b) | (c) | |||||||||||||||||||||||
Net product sales | $ | — | 9,827 | — | — | — | $ | 9,827 | ||||||||||||||||
Net service sales | — | 12 | — | — | — | 12 | ||||||||||||||||||
Sales | 9,839 | (9,839 | ) | — | — | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total net sales | 9,839 | — | — | — | — | 9,839 | ||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Cost of goods sold and occupancy costs | 6,505 | — | — | (636 | ) | — | 5,869 | |||||||||||||||||
Fulfillment | — | — | 233 | 636 | 2,536 | 3,405 | ||||||||||||||||||
Marketing | — | — | — | — | 61 | 61 | ||||||||||||||||||
Technology and content | — | — | — | — | 113 | 113 | ||||||||||||||||||
Selling, general and administrative expenses | 2,817 | — | — | — | (2,710 | ) | 107 | |||||||||||||||||
Other operating expense, net | — | — | — | — | — | — | ||||||||||||||||||
Pre-opening expenses | 189 | — | (189 | ) | — | — | — | |||||||||||||||||
Relocation, store closure and lease termination costs | 44 | — | (44 | ) | — | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total operating expenses | 9,555 | — | — | — | — | 9,555 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Operating income | 284 | — | — | — | — | 284 | ||||||||||||||||||
Interest expense | (30 | ) | — | — | — | — | (30 | ) | ||||||||||||||||
Investment and other income (expense) | 7 | — | — | — | — | 7 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total non-operating income (expense) | (23 | ) | — | — | — | — | (23 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Income before income taxes | 261 | — | — | — | — | 261 | ||||||||||||||||||
Provision for income taxes | (102 | ) | — | — | — | — | (102 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Net income | $ | 159 | — | — | — | — | $ | 159 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Represents the reclassification of $9.8 billion from sales to net product sales and net service sales. |
(b) | Represents the reclassification of $189 million from pre-opening expenses and $44 million from relocation, store closure and lease termination costs to fulfillment costs. |
(c) | Represents the reclassification of occupancy costs and non-retail costs of $636 million from cost of goods sold and occupancy costs to fulfillment costs. The occupancy costs primarily consist of store rental costs, property taxes, utility costs, repair and maintenance costs, and property insurance. |
(d) | Represents the reclassification of various expenses of $2.5 billion, $61 million, and $113 million from selling, general and administrative expenses to fulfillment, marketing, and technology and content, respectively. The reclassification to fulfillment was primarily related to retail operational expenses. |
Note 4—Adjustments to the Unaudited Pro Forma Combined Statements of Operations
The pro forma adjustments are based on our estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma combined statement of operations:
a) | Represents the following adjustments to fulfillment costs (in millions): |
Year ended December 31, 2017 | ||||
Depreciation expense adjustment in connection with fair value of property and equipment | $ | 194 | ||
Net lease expense adjustments relating to favorable and unfavorable leases | 101 | |||
Accelerated stock-based compensation expense | (49 | ) | ||
|
| |||
Total fulfillment cost adjustments | $ | 246 | ||
|
|
b) | Represents the following adjustments to general and administrative costs (in millions): |
Year ended December 31, 2017 | ||||
Depreciation expense adjustment in connection with fair value of property and equipment | $ | 19 | ||
Net lease expense adjustments relating to favorable and unfavorable leases | 3 | |||
Transaction costs | (97 | ) | ||
Accelerated stock-based compensation expense | (29 | ) | ||
|
| |||
Total general and administrative cost adjustments | $ | (104 | ) | |
|
|
c) | Represents the following adjustments to other operating expense, net (in millions): |
Year ended December 31, 2017 | ||||
Amortization adjustment in connection with fair value of intangible assets | $ | 51 | ||
|
| |||
Total other operating expense, net adjustments | $ | 51 | ||
|
|
d) | Represents the following adjustments to interest expense (in millions): |
Year ended December 31, 2017 | ||||
Interest expense on the proceeds from the issuance of the Outstanding Notes used to finance the Merger | $ | (307 | ) | |
|
| |||
Interest expense adjustments on the Whole Foods Market senior notes | 11 | |||
|
| |||
Total interest expense adjustments | $ | (296 | ) | |
|
|
e) | Reflects the income tax effect of pro forma adjustments based on the estimated blended federal and state statutory tax rate of 26.8% for the year ended December 31, 2017. |
f) | The unaudited pro forma combined basic and diluted earnings per share calculations are based on Amazon’s consolidated basic and diluted weighted average outstanding common shares. |
THE EXCHANGE OFFER AND CONSENT SOLICITATION
Purpose of the Exchange Offer
When we sold the Outstanding Notes on August 22, 2017, we, as issuer, entered into a registration rights agreement (the “Registration Rights Agreement”) with Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Consent SolicitationJ.P. Morgan Securities LLC, as representatives of the initial purchasers. Under the Registration Rights Agreement, we agreed, among other things, to:
Amazon is conducting
For each Outstanding Note validly tendered pursuant to consolidate, merge or sell all or substantially all of its assets, and (4) certain events of default in the Whole Foods Market Indenture so they will no longer apply. Completion of the exchange offer and consent solicitation is expectednot withdrawn by the holder thereof, the holder of such Outstanding Note will receive in exchange a New Note having a principal amount equal to ease administrationthat of the Company’s consolidated indebtedness.tendered Outstanding Note. Interest on each New Note will accrue from the last interest payment date on which interest was paid on the tendered Outstanding Note in exchange therefor or, if no interest has been paid on such Outstanding Note, from the date of the original issue of such Outstanding Note. Capitalized terms used but not defined in this section have the respective meanings set forth in the Registration Rights Agreement.
Shelf Registration
Under the Registration Rights Agreement, in the event that (i) we determine that a registered exchange offer is not available or may not be completed as soon as practicable after the last date for acceptance of notes for exchange because it would violate any applicable law or applicable interpretations of the staff of the SEC, (ii) the exchange offer is not for any other reason completed within 365 days after the date of original issuance of the Outstanding Notes, or (iii) we receive a written request from any Initial Purchaser representing that it holds Registrable Securities of the applicable series that are or were ineligible to be exchanged in the exchange offer, we also agreed to use our reasonable best efforts to file and to have become effective a Shelf Registration Statement relating to resales of the Outstanding Notes and to keep that shelf registration statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). We further agreed to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations, or instructions applicable to the registration form used by us for such Shelf Registration Statement or by the Securities Act or by any other rules or regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use our reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. We agreed to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.
Special Interest on Outstanding Notes
If a Registration Default occurs with respect to a series of Registrable Securities, the interest rate on the Registrable Securities of such series will be increased by (i) 0.25% per annum for the first 90-day period
beginning on, and including, the date of such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities of such series cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default when the Exchange Offer is not completed on or prior to the Target Registration Date, when the Exchange Offer for such series is completed, (2) in the case of a Registration Default where the Shelf Registration Statement if required has not become effective on or prior to the Target Registration Date or, if we receive a Shelf Request, the Shelf Registration Statement required to be filed thereby has not become effective by the later of the Target Registration Date and 90 days after delivery of such Shelf Request, when the Shelf Registration Statement becomes effective, or (3) in the case of a Registration Default where the Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, and such failure exists for more than 30 days (whether or not consecutive) in any 12-month period or where on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the Shelf Registration Statement ceases to be effective, or the Prospectus ceases to be usable, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. Any amounts of special interest due will be payable in cash on the same original interest payment dates as interest on the Outstanding Notes is payable.
This summary of the provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part.
Terms of the Exchange Offer
This prospectus and Consent Solicitation
Inthe accompanying letter of transmittal together constitute the exchange offer,offer. Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we are offering inwill accept for exchange for a holder’s outstanding Whole Foods Market Notes up to $1,000,000,000 in aggregate principal amount of 5.200% Notes due 2025 of Amazon and cash consideration.
In exchange for each $1,000 principal amount of Whole Foods MarketOutstanding Notes that is validlyare properly tendered before the Early Participation Date, and not validly withdrawn, holders 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 that is validly tendered after the Early Participation Date buton or before the Expiration Date and are not validly withdrawn holders will be eligibleas permitted below. We have agreed to receive onlyuse all commercially reasonable efforts to keep the Exchange Considerationregistration statement effective for at least 20 business days from the date notice of $970 principal amount of Amazon Notesthe exchange offer is mailed. The Expiration Date for the exchange offer is 5:00 p.m., New York City time, on , 2018, or such later date and a cash amount of $1.00,time to which is equal towe, in our sole discretion, extend the Total Consideration less the Early Participation Premium.exchange offer.
The Amazon Notes will be issued only in minimum denominations of $2,000form and integral multiples of $1,000 in excess thereof. We will not accept any tender that would result in the issuance of less than $2,000 principal amount of Amazon Notes with respect to such tender. If Amazon would be required to issue an Amazon Note in a denomination other than $2,000 or a whole multiple of $1,000 above such minimum, Amazon will, in lieu of such issuance:
The interest rate, interest payment dates, optional redemption prices, and maturity date of the Amazon Notes to be issued by Amazon in the exchange offer will beare the same as the current interest rate, interest payment dates, optional redemption prices,form and maturity dateterms of the Whole Foods MarketOutstanding Notes, to be exchanged. The Amazonexcept that the New Notes received in exchange for the tendered Whole Foods Market Notes will accrue interest from (and including) the most recent date to which interest has been paid on those Whole Foods Market Notes; provided, that interest will only accrue for the aggregate principal amount of Amazon Notes you receive, which will be less than the principal amount of Whole Foods Market Notes you tendered for exchange in the event that your Whole Foods Market Notes are tendered after the Early Participation Date. Except as otherwise set forth above, you will not receive a payment for accrued and unpaid interest on Whole Foods Market Notes you exchange at the time of the exchange. However, the first interest payment for the Amazon Notesbeing issued in the exchange offer:
We expressly reserve the right, in our sole discretion:
The AmazonWe will give written notice of any extension, delay, non-acceptance, termination, or amendment of the exchange offer as promptly as practicable by a public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. During an extension, all Outstanding Notes are a new series of debt securities thatpreviously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any Outstanding Notes not accepted for exchange for any reason will be issued underreturned without cost to the holder that tendered them as promptly as practicable after the expiration or termination of the exchange offer.
Conditions
We are not required to accept for exchange, or to issue New Notes in the exchange offer for, any Outstanding Notes. We may terminate or amend the exchange offer at any time before the acceptance of Outstanding Notes for exchange if:
In conjunction with the exchange offer, we are also soliciting consents from the holders of the Whole Foods Market Notes to effect a number of amendments to the Whole Foods Market Indenture under which the Whole Foods Market Notes were issued and are governed. You may not consent to the proposed amendments to the Whole Foods Market Indenture without tendering your Whole Foods Market Notes in the exchange offer and you may not tender your Whole Foods Market Notes for exchange without consenting to the proposed amendments.
The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under “—Conditions to the Exchange Offer and Consent Solicitation,” including, among other things, the receipt of the Requisite Consents. We may, at our option and in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms part has been declared effective by the Commission and, for the avoidance of doubt, the condition to receive the Requisite Consents. All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date. For a description of the proposed amendments, see “The Proposed Amendments.” The proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived.
If the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived, then Whole Foods Market and the Whole Foods Market Trustee will execute a supplemental indenture setting forth the proposed amendments and such supplemental indenture shall become effective upon its execution and delivery. However, the proposed amendments to the Whole Foods Market Indenture will not become operative until after the issuance of the Amazon Notes and the payment of the cash consideration payable pursuant to the exchange offer on the Settlement Date. Eachnon-consenting holder of Whole Foods Market Notes will be bound by the supplemental indenture.
Conditions to the Exchange Offer and Consent Solicitation
The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the following conditions: (a) 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 (the “Requisite Consents”), (b) the valid tender (without valid withdrawal) of a majority in aggregate principal amount of the Whole Foods Market Notes as of the Expiration Date, as it may be extended at Amazon’s discretion, (c) the registration statement of which this prospectus forms part has been declared effective by the Commission, and (d) the following statements are true:
challenges the exchange offer, the exchange of Whole Foods Market Notes under the exchange offer, the consent solicitation, or the proposed amendments or might, directly or indirectly,
|
All of theseThe preceding conditions are for our sole benefit and except as set forth below,we may be waived by us,assert them regardless of the circumstances giving rise to any such condition. We may waive the preceding conditions in whole or in part at any time and from time to time in our sole discretion. Any determination made by us concerning these events, developments, or circumstances shall be conclusive and binding, subject to the rights of the holders of the Whole Foods Market Notes to challenge such determination in a court of competent jurisdiction. We may, at our option and in our sole discretion, waive any such conditions except for the condition that the registration statement of which this prospectus forms part has been declared effective by the Commission. All conditions toIf we do so, the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date.
Expiration Date; Extensions; Amendments
The Expiration Date for the exchange offer shall be 11:59 p.m., New York City time, on Tuesday, December 19, 2017, subject to our right to extend that date and time in our sole discretion, in which case the Expiration Date shall be the latest date and time to which we have extended the exchange offer.
Subject to applicable law, we expressly reserve the right, in our sole discretion, to:
|
If we exercise any such right, we will give written notice thereof to the exchange agent and will make a public announcement thereof as promptly as practicable. Without limiting the manner in which we may choose to make a public announcement of any extension, amendment, or termination of the exchange offer and consent solicitation, we will not be obligated to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely press release to any appropriate news agency.
The minimum period during which the exchange offer and consent solicitation will remain open following material changes in the terms of the exchange offer and consent solicitation or in the information concerning the exchange offer and consent solicitation will depend upon the facts and circumstances of such change, including the relative materiality of the changes.
In accordance with Rule14e-1 under the Exchange Act, if we elect to change the consideration offered or the percentage of Whole Foods Market Notes sought, the exchange offer and consent solicitation will remain open for a minimum tenbusiness-day periodat least three business days following the date that the notice of such change is first published or sent to holdersany waiver of the Whole Foods Market Notes. We may choose to extend the exchange offer, in our sole discretion, by giving notice of such extensionpreceding conditions. Our failure at any time on or before 9:00 a.m., New York City time, onto exercise the business day immediately following the previously scheduled Expiration Date.
If the termsforegoing rights will not be deemed a waiver of the exchange offer and consent solicitation are amended in a manner determined by us to constitute a material change adversely affecting any holder of the Whole Foods Market Notes, we will promptly disclose any such amendment in a manner reasonably calculated to inform holders of the Whole Foods Market Notes ofright and each such amendment, and will extend the exchange offer and consent solicitation as well as extend the withdrawal deadline, or if the Expiration Date has passed, provide additional withdrawal rights, for a time period that we deem appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders of the Whole Foods Market Notes, if the exchange offer and consent solicitation would otherwise expire during such time period.
Effect of Tender
Any tender of a Whole Foods Market Note by a noteholder that is not validly withdrawn before the Expiration Date will constitute a binding agreement between that holder and Amazon and a consent to the proposed amendments, upon the terms and subject to the conditions of the exchange offer and the letter of transmittal and consent, which agreementright will be governed by,deemed an ongoing right which we may assert at any time and construed in accordance with, the laws of the State of New York. The acceptance of the exchange offer by a tendering holder of Whole Foods Market Notes will constitute the agreement by that holderfrom time to deliver good and marketable title to the tendered Whole Foods Market Notes, free and clear of all liens, charges, claims, encumbrances, interests, and restrictions of any kind.
If the proposed amendments to the Whole Foods Market Indenture have been adopted, the amendments will apply to all Whole Foods Market Notes that are not acquired in the exchange offer, even though the holders of those Whole Foods Market Notes did not consent to the proposed amendments. Thereafter, all such Whole Foods Market Notes will be governed by the amended Whole Foods Market Indenture, which will be less restrictive and afford reduced protections to any remaining holders of the Whole Foods Market Notes compared to those currently in place. See “Risk Factors—Risks Related to the Exchange Offer and the Consent Solicitation—The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of Whole Foods Market Notes.”
Absence of Dissenters’ Rights
Holders of the Whole Foods Market Notes do not have any appraisal or dissenters’ rights under New York law, the law governing the Whole Foods Market Indenture or under the terms of the Whole Foods Market Indenture in connection with the exchange offer and consent solicitation.time.
Acceptance of Whole Foods MarketOutstanding Notes for Exchange; Amazon Notes; EffectivenessDelivery of Proposed AmendmentsNew Notes Issued in the Exchange Offer
AssumingUpon satisfaction or waiver of all of the conditions to the exchange offer, are satisfied or, where permitted, waived, we willintend to accept, promptly after the Expiration Date, all Outstanding Notes properly tendered and issue New Notes registered under the Amazon Notes in book-entry form and pay the cash consideration in connection withSecurities Act. For purposes of the exchange offer, promptly on the Settlement Date in exchange for Whole Foods Market Notes that are properly tendered (and not validly withdrawn) before the Expiration Date and accepted for exchange.
Wewe will be deemed to have accepted validlyproperly tendered Whole Foods MarketOutstanding Notes (and will be deemed to have accepted validly delivered consents to the proposed amendments to the Whole Foods Market Indenture)for exchange when, as and if and when we have given oral or written notice thereof to the exchange agent. SubjectSee “—Conditions.”
For each Outstanding Note accepted for exchange, the holder will receive a New Note registered under the Securities Act having a principal amount equal to, and in the terms and conditionsdenomination of, that of the surrendered Outstanding Note. Accordingly, registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the exchange offer deliverywill receive interest accruing from February 21, 2018, in the case of Amazonthe New 2020 Notes, or February 22, 2018, in the case of the New 2023 Notes, the New 2024 Notes, the New 2027 Notes, the New 2037 Notes, the New 2047 Notes, and paymentthe New 2057 Notes, or, if later, the most recent date to which interest has been paid. Outstanding Notes that we accept for exchange will cease to accrue interest from and after the date of consummation of the cash considerationexchange offer. Under the Registration Rights Agreement, we may be required to make additional payments in connection withthe form of special interest to the holders of the Outstanding Notes under circumstances relating to the timing of the exchange of Whole Foods Marketoffer, as discussed above.
In all cases, we will issue New Notes in the exchange offer for Outstanding Notes that are accepted by us will be made byfor exchange only after the exchange agent on the Settlement Date, upon receipttimely receives:
If any tendered Whole Foods Market Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered Outstanding Notes, or if Whole Foods Marketa holder submits Outstanding Notes are withdrawn beforefor a greater principal amount than the Expiration Date of theholder desires to exchange, offer,we will return such unaccepted or withdrawn Whole Foods Marketnon-exchanged Outstanding Notes without cost to the tendering holder. In the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s account at DTC, such non-exchanged Outstanding Notes will be returned without expensecredited to an account maintained with DTC. We will return the tendering holderOutstanding Notes or have them credited to DTC as promptly as practicable after the expiration or termination of the exchange offer.
In no event will interest accrue or be payable by reasonProcedures for Tendering
When the holder of any delay onOutstanding Notes tenders and we accept Outstanding Notes for exchange, a binding agreement between us and the part of the exchange agent in making delivery or paymenttendering holder is created, subject to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by DTC to participants in DTC or in the allocation or crediting of securities or monies received by participants to beneficial ownersterms and in no event will Amazon be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder.
The proposed amendments to the Whole Foods Market Indenture will not become operative until after the issuance of the Amazon Notes and the payment of the cash consideration payable pursuant to the exchange offer on the Settlement Date.
Procedures for Tendering and Consenting
If you hold Whole Foods Market Notes and wish to have those notes exchanged for Amazon Notes and the cash consideration, you must validly tender (or cause the valid tender of) your Whole Foods Market Notes using the procedures describedconditions set forth in this prospectus and in the accompanying letter of transmittal and consent. The propertransmittal. Except as set forth below, a holder of Outstanding Notes who wishes to tender of Whole Foods MarketOutstanding Notes will constitute a consentfor exchange must, on or prior to the proposed amendmentsExpiration Date:
The procedures by which you may tender or cause to be tendered Whole Foods Market Notes will depend upon the manner in which you hold the Whole Foods Market Notes, as described below. No alternative, conditional, or contingent tenders will be accepted.
Whole Foods Market Notes Held with DTC
Under authority granted by DTC, if you are a DTC participant that has Whole Foods Market Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Whole Foods
Market Notes and deliver a consent as if you were the record holder. Accordingly, references in this prospectus to record holders include DTC participants with Whole Foods Market Notes credited to their accounts. Within two business days after the date of this prospectus, the exchange agent will establish accounts for the Whole Foods Market Notes at DTC for purposes of the exchange offer.
Tender of Whole Foods Market Notes (and corresponding consents thereto) will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional, or contingent tenders will be accepted. Holders who tender less than all of their Whole Foods Market Notes must continue to hold Whole Foods Market Notes in the minimum authorized denomination of $2,000 principal amount.
Any DTC participant may tender Whole Foods Market Notes and thereby deliver a consent to the proposed amendments to the Whole Foods Market Indenture by effecting a book-entry transfer of the Whole Foods Market Notes to be tendered in the exchange offer into the account ofWells Fargo Bank, National Association, the exchange agent, at DTC and either (1) electronically transmitting its acceptance of the exchange offer through DTC’s ATOP procedures for transfer; or (2) completing and signing the letter of transmittal and consent according to the instructions contained therein and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address set forth on the back cover page of this prospectus, in either case beforeprospectus; or
In addition, either:
If ATOP procedures are followed, DTC will verify each acceptance transmitted to it, execute a book-entry delivery totransfer of the Outstanding Notes being tendered into the exchange agent’s account at DTC, and sendalong with the letter of transmittal or an agent’s message to the exchange agent. Anmessage.
The term “agent’s message” ismeans a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry transfer, referred to as a “book-entry confirmation,” which states that DTC has received an express acknowledgement from a DTC participant tendering Whole Foods Market Notesacknowledgment that the participant has received andtendering holder agrees to be bound by the termsletter of transmittal and conditionsthat we may enforce the letter of transmittal against such holder.
The method of delivery of the exchange offer and consent solicitation as set forth in this prospectus andOutstanding Notes, the letter of transmittal and consent, and that Amazon and Whole Foods Market may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures before the Expiration Date of the exchange offer.
The letter of transmittal and consent (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal and consent, and any other required documents, must be transmitted to and received by the exchange agent before the Expiration Date of the exchange offer at its address set forth on the back cover page of this prospectus. Delivery of these documents to DTC does not constitute delivery to the exchange agent.
Whole Foods Market Notes Held Through a Nominee
Currently, all of the Whole Foods Market Notes are held in book-entry form and can only be tendered by following the procedures described above under “—Whole Foods Market Notes Held with DTC.” However, if you are a beneficial owner of Whole Foods Market Notes that are subsequently issued in certificated form and that are held of record by a broker, dealer, commercial bank, trust company, or other nominee, and you wish to tender Whole Foods Market Notes in the exchange offer, you should contact the record holder promptly and instruct the record holder to tender the Whole Foods Market Notes and thereby deliver a consent on your behalf using one of the procedures described above.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company, or other nominee may establish its own earlier deadlines for participation in the exchange offer and consent solicitation. Accordingly, beneficial owners wishing to participate in the exchange offer and consent solicitation should contact their broker, dealer, commercial bank, trust company, or other nominee as soon as possible in order to determine the times by which you must take action in order to participate in the exchange offer and consent solicitation.
Letter of Transmittal and Consent
Subject to and effective upon the acceptance for exchange and issuance of Amazon Notes and the payment of the cash consideration, in exchange for Whole Foods Market Notes tendered by a letter of transmittal and consent or agent’s message in accordance with the terms and subject to the conditions in this prospectus, by executing and delivering a letter of transmittal and consent (or agreeing to the terms of a letter of transmittal and consent under an agent’s message) a tendering holder of Whole Foods Market Notes, among other things:
Proper Execution and Delivery of Letter of Transmittal and Consent
If you wish to participate in the exchange offer and consent solicitation, delivery of your Whole Foods Market Notes, signature guarantees, and other required documents is your responsibility. Deliveryat the election and risk of the holder. If such delivery is not complete until the required items are actually received by the exchange agent. If you mail, these items, we recommend that you (1) use registered mail, properly insured, with return receipt requested and (2) mail the required items inrequested. In all cases, you should allow sufficient time to ensureassure timely delivery. No letters of transmittal or Outstanding Notes should be sent directly to us.
Except as otherwise provided below, all signaturesSignatures on thea letter of transmittal and consent or a notice of withdrawal, as the case may be, must be guaranteed by a recognized participant inunless the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program, or the Stock Exchange Medallion Program. Signatures on the letter of transmittal and consent need not be guaranteed if:Outstanding Notes surrendered for exchange are tendered:
An “eligible institution” is an “eligible guarantor institution” (as defined in Rule 17Ad-15 of the Exchange Act) meeting the requirements of the registrar for the Outstanding Notes, which requirements include membership or participation in the Security Transfer Agent Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the Outstanding Notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.
If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution. If Outstanding Notes are registered in the name of a person other than the signer of the letter of transmittal, and consent.
Withdrawal of Tenders and Revocation of Corresponding Consents
By tendering Whole Foods Marketthe Outstanding Notes surrendered for exchange holders willmust be deemed to have validly delivered consent toendorsed by the proposed amendments toregistered holder, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the Whole Foods Market Indenture under which those respective Whole Foods Market Notes were issued. Tenders of Whole Foods Market Notes in connection with any of the exchange offer may be withdrawn at any time before the Expiration Date of the exchange offer. Tenders of Whole Foods Market Notes may not be withdrawn at any time thereafter, unless such Whole Foods Market Notes have not been accepted for payment, in which case they may be withdrawn on or after January 22, 2018, the forty-first business day after the commencement of the exchange offer. Consents to the proposed amendments in connectionregistered holder with the consent solicitation may be revoked at any time before the Expiration Date of the consent solicitation by withdrawing tender of Whole Foods Market Notes, but may not be withdrawn at any time
thereafter. A valid withdrawal of tendered Whole Foods Market Notes before the Expiration Date will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the Whole Foods Market Indenture.
Beneficial owners desiring to withdraw Whole Foods Market Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Whole Foods Market Notes. In order to withdraw Whole Foods Market Notes previously tendered, a DTC participant may, before the Expiration Date of the exchange offer, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP, or (2) delivering to the exchange agent by mail, hand delivery, or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the DTC participant and the principal amount of Whole Foods Market Notes subject to the notice. Withdrawal of a prior instruction will be effective upon receipt of such notice of withdrawal by the exchange agent. All signatures on a notice of withdrawal must beholder’s signature guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program, or the Stock Exchange Medallion Program, except that signatures on the notice of withdrawal need not be guaranteed if the Whole Foods Market Notes being withdrawn are held for the account of an eligible institution. A withdrawal of an instruction must be executed by a DTC participant in the same manner as such DTC participant’s name appears on its transmission through ATOP to which the withdrawal relates. A DTC participant may withdraw a tender only if the withdrawal complies with the provisions described in this section.
If you are a beneficial owner of Whole Foods Market Notes issued in certificated form and have tendered these notes (but not through DTC) and you wish to withdraw your tendered notes, you should contact the exchange agent for instructions.
Withdrawals of tenders of Whole Foods Market Notes may not be rescinded and any Whole Foods Market Notes withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn Whole Foods Market Notes, however, may bere-tendered by following the procedures described above at any time before the Expiration Date of the exchange offer.
Miscellaneous
All questions as to the validity, form, eligibility (including time of receipt), and acceptance for exchange of any tender or withdrawal of Whole Foods MarketOutstanding Notes in connection with the exchange offer will be determined by us, in our sole discretion, and our determination will be final and binding. We reserve the absolute right to to:
Our interpretation of the terms and conditions of the exchange offer (includingas to any particular Outstanding Notes either before or after the instructions inExpiration Date, including the letter of transmittal and consent)the instructions to it, will be final and binding on all parties. NoneHolders must cure any defects and irregularities in connection with tenders of Amazon, Whole Foods Market, the dealer manager,Outstanding Notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent the information agent, the Amazon Trustee, the Whole Foods Market Trustee, ornor any other person will be under any duty to give notification of any defectsdefect or irregularities in tenders or withdrawals orirregularity with respect to any tender of Outstanding Notes for exchange, nor will any such persons incur any liability for failure to give any such notification.
TendersIf a person or withdrawalspersons other than the registered holder or holders of Whole Foods Marketthe Outstanding Notes involvingtendered for exchange signs the letter of transmittal, the tendered Outstanding Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders that appear on the Outstanding Notes.
If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal, any irregularitiesOutstanding Notes or any power of attorney, such persons should so indicate when signing, and you must submit proper evidence satisfactory to us of such person’s authority to so act unless we waive this requirement.
By tendering, each holder will represent to us that, among other things, the person acquiring New Notes in the exchange offer is obtaining them in the ordinary course of its business, whether or not such person is the holder, and that neither the holder nor such other person has any arrangement or understanding with any person to participate in the distribution of the New Notes. If any holder or any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of ours, or is engaged in, intends to engage in, or has an arrangement or understanding with any person to participate in a distribution of the New Notes, such holder or any such other person:
Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Withdrawal Rights
You may withdraw tenders of your Outstanding Notes at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth on the back cover page of this prospectus. Any such notice of withdrawal must:
If certificates for Outstanding Notes have been made untildelivered or otherwise identified to the exchange agent, then, prior to the release of such irregularitiescertificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If Outstanding Notes have been curedtendered pursuant to the procedure for book-entry transfer described below, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices and our determination will be final and binding on all parties. Any tendered Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder of those Outstanding Notes without cost to the holder. In the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s account at DTC, the Outstanding Notes withdrawn will be credited to an account maintained with DTC for the Outstanding Notes. The Outstanding Notes will be returned or waived. Whole Foods Marketcredited to this account as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn Outstanding Notes may be re-tendered by following one of the procedures described under “—Procedures for Tendering” at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.
Book-Entry Transfers
The exchange agent will make a request to establish an account at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s
system must make book-entry delivery of Outstanding Notes denominated in dollars by causing DTC to transfer the Outstanding Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Such participant should transmit its acceptance to DTC on or prior to the Expiration Date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Outstanding Notes into the exchange agent’s account at DTC, and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from such participant that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of Outstanding Notes tendered in the exchange offer may be effected through book-entry transfer at DTC as applicable. However, the letter of transmittal or facsimile thereof or an agent’s message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address set forth on the back cover page of this prospectus on or prior to the Expiration Date.
Consequences of Not Exchanging Outstanding Notes
Holders who desire to tender their Outstanding Notes in exchange for New Notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of Outstanding Notes for exchange.
Outstanding Notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, remain outstanding and continue to accrue interest. Such Outstanding Notes will continue to be subject to the provisions in the Indenture regarding the transfer and exchange of the Outstanding Notes and the existing restrictions on transfer set forth in the legend on the Outstanding Notes and in the offering memorandum dated August 15, 2017, relating to the Outstanding Notes. Except in limited circumstances with respect to specific types of holders of Outstanding Notes, we will have no further obligation to provide for the registration under the Securities Act of such Outstanding Notes. In general, Outstanding Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any further action to register the Outstanding Notes under the Securities Act or under any state securities laws.
Upon completion of the exchange offer, holders of the Outstanding Notes will not be entitled to any further rights under the Registration Rights Agreement, except under limited circumstances.
Holders of the New Notes and any Outstanding Notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the Indenture.
Consequences of Exchanging Outstanding Notes
Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that the New Notes may be offered for resale, resold, or otherwise transferred by holders of those New Notes, other than by any holder that is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act. The New Notes may be offered for resale, resold, or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
However, the SEC has not considered the exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in such other circumstances.
Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:
Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes must acknowledge that:
Furthermore, any broker-dealer that acquired any of its Outstanding Notes directly from us:
In addition, to comply with state securities laws of certain jurisdictions, the irregularities have not been cured or waived will be returned by the exchange agent to (i) you by mail if they were tendered or withdrawnNew Notes issued in certificated form or (ii) if they were tendered or withdrawn through the ATOP procedures, to the DTC participant who delivered such Whole Foods Market Notes by crediting an account maintained at DTC designated by such DTC participant, in either case promptly after the Expiration Date of the exchange offer may not be offered or sold in any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with by the withdrawal or terminationholders selling the New Notes. We have agreed in the Registration Rights Agreement that, prior to any public offering of transfer restricted Outstanding Notes, we will cooperate with the exchanging holders and their counsel in connection with the registration and qualification of the exchange offer.
transfer restricted Outstanding Notes under the securities or blue sky laws of such jurisdictions as the exchanging holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the transfer restricted Outstanding Notes. We may alsoare not required to register or qualify as a foreign corporation where we are not now so qualified or to take any action that would subject us to the service of process in the future seeksuits or to acquire untendered Whole Foods Market Notestaxation, in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of any of those purchases or offers could differ from the terms of this exchange offer.jurisdiction where we are not now so subject.
Transfer Taxes
We will pay all transfer taxes, if any, applicable to the transfer and sale of Whole Foods MarketOutstanding Notes to us in the exchange offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the letter of transmittal, and consent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due on the Whole Foods MarketOutstanding Notes tendered by such holder.
Exchange Agent
Global Bondholder Services CorporationWells Fargo Bank, National Association has been appointed the exchange agent for the exchange offer and consent solicitation.offer. Letters of transmittal and consent and all correspondence in connection with the exchange offer should be sent or delivered
by each holder of Whole Foods MarketOutstanding Notes, or a beneficial owner’s custodian bank, depositary, broker, trust company, or other nominee, to the exchange agent at the address and telephone numbers set forth on the back cover page of this prospectus. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable,out-of-pocket expenses in connection therewith.
Information Agent
Global Bondholder Services CorporationWells Fargo Bank, National Association has been appointed as the information agent for the exchange offer, and the consent solicitation, and will receive customary compensation for its services. Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal and consent should be directed to the information agent at the address and telephone numbers set forth on the back cover page of this prospectus. Holders of any Whole Foods MarketOutstanding Notes issued in certificated form and that are held of record by a custodian bank, depositary, broker, trust company, or other nominee may also contact such record holder for assistance concerning the exchange offer.
Dealer ManagerFees and Expenses
We have retained Merrill Lynch, Pierce, Fenner & Smith Incorporatedwill not make any payment to act as dealer managerbrokers, dealers, or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses. We will pay the cash expenses to be incurred by us in connection with the exchange offer, including:
The dealer manager and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and
In the ordinary course of their various business activities, the dealer manager and its affiliates, officers, directors, and employees may purchase, sell, or hold a broad array of investments and actively traded securities,
derivatives, loans, commodities, currencies, credit default swaps, and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities, and/or instruments of us (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The dealer manager and its affiliates may also communicate independent investment recommendations, market color, or trading ideas, and/or publish or express independent research views in respect of such assets, securities, or instruments, and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities, and instruments.
In the ordinary course of its business, the dealer manager or its affiliates may at any time hold long or short positions, and may trade for their own accounts or the accounts of customers, in securities of Amazon and/or Whole Foods Market, including the Whole Foods Market Notes, and, to the extent that the dealer manager or its affiliates own Whole Foods Market Notes during the exchange offer and consent solicitation, they may tender such Whole Foods Market Notes under the terms of the exchange offer and consent solicitation.
Other Fees and Expenses
The expenses of soliciting tenders and consents for the Whole Foods MarketOutstanding Notes will be borne by us. The principal solicitations are being made by mail; however, additional solicitations may be made by facsimile transmission, telephone, or in person by the dealer manager and the information agent, as well as by officers and other employees of Amazon and its affiliates.
You will not be required to pay any fees or commissions to Amazon, the dealer manager, the exchange agent, or the information agent in connection with the exchange offer. If your Whole Foods MarketOutstanding Notes are held through a broker, dealer, commercial bank, trust company, or other nominee that tenders your Whole Foods MarketOutstanding Notes on your behalf, your broker or other nominee may charge you a commission for doing so. You should consult your broker, dealer, commercial bank, trust company, or other nominee to determine whether any charges will apply.
DESCRIPTION OF DIFFERENCES BETWEEN THE WHOLE FOODS MARKET NOTES
AND THE AMAZON NOTES
The following is a summary comparison of the material terms of the Whole Foods Market Notes and the Amazon Notes that differ. The Amazon Notes issued in the exchange offer will be governed by the Amazon Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the Whole Foods Market Indenture, the Amazon Indenture, and the applicable note certificate. Copies of those indentures and the note certificates are filed as exhibits to the registration statement of which this prospectus forms a part and are also available from the information agent upon request.
The Whole Foods Market Notes represent, as of the date of this prospectus, the only debt securities issued and currently outstanding under the Whole Foods Market Indenture.
Terms used in the comparison of the Whole Foods Market Notes and the Amazon Notes below and not otherwise defined in this prospectus have the meanings given to those terms in the Whole Foods Market Indenture, the Amazon Indenture, or the applicable note certificate, as applicable. Article and section references in the descriptions of the notes below are references to the applicable indenture under which such notes were or will be issued.
The description of the Whole Foods Market Notes reflects the Whole Foods Market Notes as currently constituted and does not reflect any changes to the covenants and other terms of the Whole Foods Market Notes or the Whole Foods Market Indenture that may be effected following the consent solicitation as described under “The Proposed Amendments.”
| ||||
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
| ||||
|
| |||
| ||||
|
| |||
|
|
|
|
| ||||
|
| ||||
|
| ||||
|
| ||||
|
Rating Agency | ||||||||||||||
Rating | Moody’s* | S&P* | Percentage | |||||||||||
1 | Ba1 | BB+ | 0.25 | % | ||||||||||
2 | Ba2 | BB | 0.50 | % | ||||||||||
3 | Ba3 | BB- | 0.75 | % | ||||||||||
4 | B1 or below | B+ or below | 1.00 | % |
|
|
| ||||
| ||||
|
|
|
|
|
|
|
|
We are soliciting the consent of the holders of 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 Whole Foods Market Indenture so they will no longer apply, as well as change the delivery date of the annual compliance certificate. If the proposed amendments described below are adopted with respect to the Whole Foods Market Notes, the amendments will apply to all Whole Foods Market Notes not acquired in the exchange offer. Thereafter, all such Whole Foods Market Notes will be governed by the amended Whole Foods Market 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. See “Risk Factors—Risks Related to the Exchange Offer and the Consent Solicitation—The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of Whole Foods Market Notes.”
The descriptions below of the provisions of the Whole Foods Market Indenture to be eliminated or modified do not purport to be complete and are qualified in their entirety by reference to the Whole Foods Market Indenture and the form of supplemental indenture to the Whole Foods Market Indenture that contains the proposed amendments. Copies of the form of supplemental indenture are attached as exhibits to the registration statement of which this prospectus forms a part.
The proposed amendments to the Whole Foods Market Notes constitute a single proposal, and a consenting holder must consent to the proposed amendments in their entirety and may not consent selectively with respect to only certain of the proposed amendments.
Pursuant to the Whole Foods Market Indenture and related supplemental indenture for the Whole Foods Market Notes, the proposed amendments require the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Whole Foods Market Notes.
Any Whole Foods Market Notes held by Whole Foods Market or any person directly or indirectly controlling or controlled by or under direct or indirect common control with Whole Foods Market are not considered to be “outstanding” for this purpose. As of the date of this prospectus, the aggregate principal amount outstanding of Whole Foods Market Notes is $1,000,000,000.
The valid tender of a holder’s Whole Foods Market Notes will constitute the consent of the tendering holder to the proposed amendments in their entirety.
If the Requisite Consents with respect to the Whole Foods Market Notes under the Whole Foods Market Indenture have been received before the Expiration Date, assuming all other conditions of the exchange offer and consent solicitation are satisfied or waived, as applicable, all of the sections or provisions of the Whole Foods Market Indenture listed below will be deleted or modified, as applicable:
Article 5 of the Whole Foods Market Base Indenture—Consolidation, Merger and Sale of Assets (modified to (i) remove any restrictions on Whole Foods Market consolidating with or selling, leasing,
|
Company Reporting Covenant.Although the proposed amendments would also delete the company reporting covenant in the Whole Foods Market Indenture, Whole Foods Market has already ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly, has ceased to file periodic reports or information with the SEC or the Whole Foods Market Trustee or to provide such reports or information to any holders of the Whole Foods Market Notes.
Conforming Delivery Date of Annual Compliance Certificate. The proposed amendments would also amend Section 4.05 of the Whole Foods Market Base Indenture—Compliance Certificate—to conform the delivery date of the annual compliance certificate to that of the Amazon Indenture.
Conforming Changes, etc.The proposed amendments would amend the Whole Foods Market Indenture to make certain conforming or other changes to the Whole Foods Market Indenture, including modification or deletion of certain definitions and cross-references.
Effectiveness of the Supplemental Indenture and Proposed Amendments
Assuming we have received the Requisite Consents with respect to the Whole Foods Market Notes before the Expiration Date, the supplemental indenture for the proposed amendments will be duly executed and delivered by Whole Foods Market and the Whole Foods Market Trustee and such supplemental indenture shall become effective upon their execution and delivery. However, the proposed amendments to the Whole Foods Market Indenture will not become operative until after the issuance of the Amazon Notes and the payment of the cash consideration payable pursuant to the exchange offer on the Settlement Date.
DESCRIPTION OF NEW AMAZON NOTES
The 5.200%New Notes due 2025 (the “Amazon Notes”) offered hereby will be issued by Amazon under the Indenture in connection with the exchange offer for the Whole Foods MarketOutstanding Notes described elsewhere in this prospectus under an indenture, dated as of November 29, 2012, between Amazon.com, Inc. and Wells Fargo Bank, National Association, as trustee (the “Amazon Trustee”), as supplemented by the Officers’ Certificate establishing the terms of the Amazon Notes to be dated as of the Settlement Date (together, the “Amazon Indenture”).prospectus. Capitalized terms used but not defined in this section have the respective meanings set forth in the indenture.Indenture.
Because this section is a summary, it does not describe every aspect of the AmazonNew Notes and the Amazon Indenture. This summary is subject to, and qualified in its entirety by reference to, all the provisions of the AmazonNew Notes and the Amazon Indenture, including definitions of certain terms used therein. The Amazon Indenture and its associated documents contain the full legal text of the matters described in this section. The Amazon Indenture and the AmazonNew Notes are governed by New York law. A copy of the Amazon Indenture has been filed with the Securities and Exchange Commission. See “Where You Can Find More Information’Information” for information on how to obtain a copy.
Principal, Maturity, and Interest
1.900% Notes due August 21, 2020
We are offering up to $1,000,000,000 principal amount of 5.200% Notesthe 1.900% notes due December 3, 2025 in connection with the exchange offer for the Whole Foods Market Notes described elsewhere in this prospectusAugust 21, 2020 as a series of notes under the Amazon Indenture.Indenture (the “New 2020 Notes”). Unless an earlier redemption has occurred, the entire principal amount of Amazonthe New 2020 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on December 3, 2025.August 21, 2020. The AmazonNew 2020 Notes will bear interest at the rate of 5.200%1.900% per annum from December 3, 2017the date of original issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on June 3February 21 and December 3August 21 of each year, beginning on June 3,February 21, 2018, to the persons in whose names the Amazon2020 New Notes are registered at the close of business on the preceding May 19 or November 19 (whether or not a business day),February 6 and August 6, each a record date, as the case may be. Interest will be computed on the basis of a360-day year consisting of twelve30-day months. If any date on which interest is payable on the AmazonNew 2020 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
2.400% Notes due February 22, 2023
We are offering up to $1,000,000,000 principal amount of the 2.400% notes due February 22, 2023 as a series of notes under the Indenture (the “New 2023 Notes”). Unless an earlier redemption has occurred, the entire principal amount of the New 2023 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on February 22, 2023. The New 2023 Notes will bear interest at the rate of 2.400% per annum from the date of original issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on February 22 and August 22 of each year, beginning on February 22, 2018, to the persons in whose names the New 2023 Notes are registered at the close of business on the preceding February 7 and August 7, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the New 2023 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
2.800% Notes due August 22, 2024
We are offering up to $2,000,000,000 principal amount of the 2.800% notes due August 22, 2024 as a series of notes under the Indenture (the “New 2024 Notes”). Unless an earlier redemption has occurred, the entire principal amount of the New 2024 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on August 22, 2024. The New 2024 Notes will bear interest at the rate of 2.800% per annum from the date of original issuance or from the most recent interest payment date to which interest has been
paid or provided for, payable semiannually in arrears on February 22 and August 22 of each year, beginning on February 22, 2018, to the persons in whose names the New 2024 Notes are registered at the close of business on the preceding February 7 and August 7, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the New 2024 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
3.150% Notes due August 22, 2027
We are offering up to $3,500,000,000 principal amount of the 3.150% notes due August 22, 2027 as a series of notes under the Indenture (the “New 2027 Notes”). Unless an earlier redemption has occurred, the entire principal amount of the New 2027 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on August 22, 2027. The New 2027 Notes will bear interest at the rate of 3.150% per annum from the date of original issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on February 22 and August 22 of each year, beginning on February 22, 2018, to the persons in whose names the New 2027 Notes are registered at the close of business on the preceding February 7 and August 7, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the New 2027 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
3.875% Notes due August 22, 2037
We are offering up to $2,750,000,000 principal amount of the 3.875% notes due August 22, 2037 as a series of notes under the Indenture (the “New 2037 Notes”). Unless an earlier redemption has occurred, the entire principal amount of the New 2037 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on August 22, 2037. The New 2037 Notes will bear interest at the rate of 3.875% per annum from the date of original issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on February 22 and August 22 of each year, beginning on February 22, 2018, to the persons in whose names the New 2037 Notes are registered at the close of business on the preceding February 7 and August 7, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the New 2037 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
4.050% Notes due August 22, 2047
We are offering up to $3,500,000,000 principal amount of the 4.050% notes due August 22, 2047 as a series of notes under the Indenture (the “New 2047 Notes”). Unless an earlier redemption has occurred, the entire principal amount of the New 2047 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on August 22, 2047. The New 2047 Notes will bear interest at the rate of 4.050% per annum from the date of original issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on February 22 and August 22 of each year, beginning on February 22, 2018, to the persons in whose names the New 2047 Notes are registered at the close of business on the preceding February 7 and August 7, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the New 2047 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
4.250% Notes due August 22, 2057
We are offering up to $2,250,000,000 principal amount of the 4.250% notes due August 22, 2057 as a series of notes under the Indenture (the “New 2057 Notes”). Unless an earlier redemption has occurred, the entire principal amount of the New 2057 Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on August 22, 2057. The New 2057 Notes will bear interest at the rate of 4.250% per annum from the date of original issuance or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on February 22 and August 22 of each year, beginning on February 22, 2018, to the persons in whose names the New 2057 Notes are registered at the close of business on the preceding February 7 and August 7, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the New 2057 Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
General
We may, without the consent of existing holders, increase the principal amount of the AmazonNew Notes of any series by issuing more such Amazon Notesnotes in the future, on the same terms and conditions (other than differences in the issue date, issue price, interest accrued prior to the issue date of such additional Amazon Notes,notes, and restrictions on transfer in respect of such additional Amazon Notes)notes) and with the same CUSIP number (unless the additional Amazon Notesnotes of a series are not fungible for U.S. federal income tax or securities law purposes with the Amazon Notes offered hereby,such series, in which case such additional Amazon Notesnotes will have one or more separate CUSIP numbers), in each case, as the AmazonNew Notes of the relevant series being offered by this prospectus. We do not plan to inform the existing holders if were-open Amazon any series of the New Notes to issue and sell additional Amazon Notesnotes of such series in the future. Additional Amazon Notesnotes of a series issued in this manner will be consolidated with and will form a single series with the Amazonapplicable series of the New Notes being offered hereby.
In some circumstances, we may elect to discharge our obligations under a series of the AmazonNew Notes through full defeasance or covenant defeasance. See “—Defeasance” below for more information.
We will not be required to make any mandatory redemption or sinking fund payments with respect to the Amazon Notes.
We may at any time and from time to time purchase AmazonNew Notes in the open market or otherwise.
Denominations
The AmazonNew Notes of each series will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Ranking
The AmazonNew Notes will be senior unsecured obligations of Amazonours and will rank equally with all our other senior unsecured indebtedness of Amazon from time to time outstanding.
No Guarantees
The AmazonNew Notes will be the obligations solely of AmazonAmazon.com, Inc. and will not be guaranteed by any subsidiary of Amazon.Amazon.com, Inc.
Optional Redemption
WeThe New Notes may redeem the Amazon Notes at its optionbe redeemed in whole at any time either in whole or in part. If we electpart from time to redeemtime (until, in the Amazoncase of the New 2023 Notes, we will payJanuary 22, 2023; in the case of the New 2024 Notes, June 22, 2024; in the case of the New
2027 Notes, May 22, 2027; in the case of the New 2037 Notes, February 22, 2037; in the case of the New 2047 Notes, February 22, 2047; and in the case of the New 2057 Notes, February 22, 2057), at our option, at a redemption price equal to the greater of: (1) 100% of the following amounts:
In determining the present valuesvalue of the Remaining Scheduled Payments, we will discountremaining scheduled payments of principal and interest on the New Notes to be redeemed from the redemption date to the maturity date (the “Remaining Life”) (not including any portion of such payments of interest accrued as of the redemption date) discounted from the scheduled payment dates to the redemption date on a semiannualsemi-annual basis (assuming a360-day year consisting of twelve30-day months) usingat the Treasury Rate (as defined below) plus 7.5 basis points in the case of the New 2020 Notes, plus 10 basis points in the case of the New 2023 Notes, plus 12.5 basis points in the case of the New 2024 Notes, plus 15 basis points in the case of the New 2027 Notes, plus 15 basis points in the case of the New 2037 Notes, plus 20 basis points in the case of the New 2047 Notes, and plus 25 basis points in the case of the New 2057 Notes.
Accrued and unpaid interest on the principal amount being redeemed will be paid up to, but excluding, the redemption date.
Commencing on January 22, 2023 (one month prior to the maturity date of the New 2023 Notes); June 22, 2024 (two months prior to the maturity date of the New 2024 Notes); May 22, 2027 (three months prior to the maturity date of the New 2027 Notes); February 22, 2037 (six months prior to the maturity date of the New 2037 Notes); February 22, 2047 (six months prior to the maturity date of the New 2047 Notes); and February 22, 2057 (six months prior to the maturity date of the New 2057 Notes) such New Notes may be redeemed in whole at any time or in part from time to time, at our option, at a discount rateredemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date.
If money sufficient to pay the redemption price of and accrued interest on the series of the New Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after the redemption date, interest will cease to accrue on such New Notes (or such portion thereof) called for redemption and such New Notes will cease to be outstanding. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or other payment due to the delay.
If fewer than all of the New Notes of a series are to be redeemed, the Trustee will select the New Notes of such series for redemption by lot in accordance with DTC’s applicable procedures. The New Notes of $2,000 principal amount or less will not be redeemed in part.
If any New Note is to be redeemed in part only, the notice of redemption that relates to that New Note will state the portion of the principal amount of that note that is to be redeemed. For New Notes issued in certificated form, a new certificate in principal amount equal to the Treasury Rate plus 45 basis points.unredeemed portion of the original note will be issued in the name of the holder of the original note upon cancellation of the original New Notes. New Notes called for redemption become due on the date fixed for redemption.
The following terms are relevantNotice of any redemption will be electronically delivered or mailed at least 30 days but not more than 60 days before the redemption date to each holder of the determinationNew Notes to be redeemed. Unless we default in payment of the redemption price. “Comparableprice, on and after the redemption date interest will cease to accrue on the New Notes, or portions thereof, called for redemption.
The Trustee will not be liable for selections made by it as contemplated in this section. For any New Notes which are represented by global securities held on behalf of The Depository Trust Company, the Euroclear System, or Clearstream Banking S.A., notices may be given by delivery of the relevant notices to The Depository Trust Company, Euroclear System, or Clearstream Banking S.A. for communication to entitled account holders in substitution for the aforesaid mailing.
“Comparable Treasury Issue” means the U.S.United States Treasury security selected by an Independent Investment Bankera Reference Treasury Dealer appointed by us as being the most recently issued United States Treasury security having an actual or interpolateda maturity comparable to the remaining term of the Amazon Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Amazon Notes.Remaining Life.
“Comparable Treasury Price” means, with respect to any redemption date, (1)(i) the arithmetic average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2)(ii) if we obtain fewer than fourfive such Reference Treasury Dealer Quotations, then the arithmetic average of all such quotations shall be used, or (iii) if only one Reference Treasury Dealer Quotations forQuotation can reasonably be obtained by us, such redemption date.quotation shall be used.
“Independent Investment Banker”Reference Treasury Dealer” means each of Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC or their respective successors as may be appointedand two other nationally recognized investment banking firms that are primary U.S. Government securities dealers in the United States (a “Primary Treasury Dealer”) specified from time to time by us; provided, however, that if any of the foregoing ceasesshall cease to be a primary U.S. Government securities dealer in New York City (a “primary treasury dealer”),Primary Treasury Dealer, we willshall substitute therefor another primary treasury dealer.
“Referencenationally recognized investment banking firm that is a Primary Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, or Morgan Stanley & Co. LLC, and two other primary treasury dealers selected by us, and each of their respective successors and any other primary treasury dealers selected by us.Dealer.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by sucheach Reference Treasury Dealer as of 3:30at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
“Remaining Scheduled Payments” means, with respect to any Amazon Notes to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Amazon Notes, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannualsemi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of theapplicable Comparable Treasury Issue. In determining this rate, we will assumeIssue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for suchthe redemption date.
A partial redemption of the Amazon Notes may be effected pro rata or by lot or by such method as the Amazon Trustee may deem fair and appropriate and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Amazon Notes or any integral multiple in excess thereof) of the principal amount of Amazon Notes of a denomination larger than the minimum authorized denomination for the Amazon Notes.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Amazon Notes to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Amazon Notes, or portions thereof, called for redemption.
Reports
Whether or not required by the rules and regulations of the SEC, so long as any AmazonNew Notes are outstanding, we shall file with the Amazon Trustee, within the time periods specified by the SEC’s rules and regulations, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that we would be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. We shall be deemed to have complied with the previous sentence to the extent that such information, documents, and reports are filed with the SEC via EDGAR, or any successor electronic delivery procedure. Delivery of such reports, information, and documents to the Amazon Trustee is for informational purposes only, and the Amazon Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any covenants under the Amazon Indenture (as to which the Amazon Trustee is entitled to rely exclusively on officers’ certificates).
Events of Default
The following will be “Events of Default” with respect to Amazon Notes:the New Notes of each series:
benefit of another series of notes) for 90 days after there has been given, by registered or certified mail, to us by the Trustee, or to us by the holders of at least 25% in principal amount of all outstanding New Notes of a series affected by that failure, a written notice specifying such failure and requiring it to be remedied and stating that such notice is a “notice of default” under the Indenture; and |
A default under one series of notes issued under the Amazon Indenture will not necessarily be a default under another series of notesnote under the Amazon Indenture. The Amazon Trustee may withhold notice to the holders of a series of notes issued under the Amazon Indenture of any default or event of default (except in any payment on the notes of such series) if the trusteeTrustee considers it in the interest of the holders of the notesNew Notes of that series to do so.
If an event of default for the Amazona series of New Notes occurs and is continuing, the Amazon Trustee or the holders of at least 25% in principal amount of the AmazonNew Notes of that series may require us to pay immediately the principal amount plus accrued and unpaid interest on all the Amazon Notes.New Notes of that series. If an event of default relating to certain events of bankruptcy, insolvency, or reorganization occurs with respect to us, the principal amount plus accrued and unpaid interest on the AmazonNew Notes of that series will become immediately due and payable without any action on the part of the Amazon Trustee or any holder. The holders of a majority in principal amount of the AmazonNew Notes of such series then outstanding may in some cases rescind this accelerated payment requirement.
A holder of AmazonNew Notes of any series may pursue any remedy under the Amazon Indenture applicable to the AmazonNew Notes of that series only if:
This provision does not, however, affect the right of any holder to sue for enforcement of any overdue payment with respect to the Amazon Notes.New Notes of such series. In most cases, holders of a majority in principal amount of the AmazonNew Notes of any series then outstanding may direct the time, method, and place of:
The Amazon Indenture will require us to file with the Amazon Trustee each year a written statement as to our compliance with the covenants contained in the Amazon Indenture, and we are required upon becoming aware of any default or Event of Default, to deliver to the Amazon Trustee a written statement specifying such default or Event of Default and what action we are taking or propose to take to cure such default or Event of Default.
Covenants
The AmazonNew Notes will not contain any covenants or other provisions designed to protect holders of the AmazonNew Notes in the event of a highly leveraged transaction.
Consolidation, Merger, or Sale
We will covenant not to consolidate with or merge into any other person or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of our and our subsidiaries’, taken as a whole, assets to any person unless either we are the surviving corporation or the resulting, surviving or transferee entity is a corporation organized under the laws of the United States or, if such person is not a corporation, aco-obligor of the AmazonNew Notes is a corporation organized under any such laws, and any successor or purchaser expressly assumes our obligations under the AmazonNew Notes by an indenture supplemental to the Amazon Indenture, and immediately after which, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing. An officers’ certificate and an opinion of counsel will be delivered to the Amazon Trustee, which will serve as conclusive evidence of compliance with these provisions.
Modification and Waiver
Except as provided in the next two succeeding paragraphs, the Amazon Indenture or the AmazonNew Notes of any series may be amended or supplemented, and waivers may be obtained, with the consent of the holders of at least a majority in aggregate principal amount of the AmazonNew Notes of the applicable series at the time outstanding (including, without limitation, additional AmazonNew Notes of such series, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Amazon Notes)New Notes of such series), and any existing default or Event of Default (other than a default or Event of Default in the payment of the principal of, premium on, if any, or interest on, AmazonNew Notes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Amazon Indenture or the Amazonapplicable New Notes may be waived with the consent of the holders of at least a majority in aggregate principal amount of the AmazonNew Notes of the applicable series at the time outstanding (including, without limitation, additional AmazonNew Notes of such series, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Amazon Notes)such series). Without the consent of each holder of outstanding AmazonNew Notes affected thereby, an amendment, supplement, or waiver may not (with respect to any AmazonNew Notes held by anon-consenting holder):
Notwithstanding the preceding, without the consent of any holder of AmazonNew Notes, we and the Amazon Trustee may amend or supplement the Amazon Indenture or the Amazonapplicable New Notes in certain circumstances, including:
The holders of not less than a majority in principal amount of the AmazonNew Notes of each series then outstanding may on behalf of the holders of all of the AmazonNew Notes of such series waive any past default with respect to the Amazonthose New Notes, except a default in the payment of the principal of or premium or interest on the Amazonany New Notes of such series (provided, that the holders of a majority in principal amount of the AmazonNew Notes of each series then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).
A supplemental indenture that changes or eliminates any covenant, Event of Default, or other provision of the Amazon Indenture that has been expressly included solely for the benefit of one or more particular series of notes, if any, or which modifies the rights of the holders of notes of such series with respect to such covenant, Event of Default, or other provision, shall be deemed not to affect the rights under the Amazon Indenture of the holders of notes of any other series that does not have the benefit of such covenant, Event of Default, or other provision. It will not be necessary for the consent of the holders to approve the particular form of any proposed supplement, amendment, or waiver, but it shall be sufficient if such consent approves the substance of it.
Information Concerning the Amazon Trustee
If an Event of Default occurs and is continuing, the Amazon Trustee will be required to use the degree of care and skill of a prudent person in the conduct of his or her own affairs. The Amazon Trustee will become
obligated to exercise any of its powers under the Amazon Indenture at the request of any of the holders of any notes issued under the Amazon Indenture only after those holders have furnished the trusteeTrustee indemnity reasonably satisfactory to it.
If the Amazon Trustee becomes a creditor of ours, it will be subject to limitations in the Amazon Indenture on its rights to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise.
The Amazon Trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate such conflict, resign, or obtain an order from the SEC permitting it to remain as trustee.Trustee.
Paying Agent, Registrar and Transfer Agent
We will maintain one or more paying agents (each, a “Paying Agent”) for the AmazonNew Notes in Minneapolis, MN.Minnesota. We, upon written notice to the Amazon Trustee accompanied by an officers’ certificate, may appoint one or more Paying Agents, other than the Amazon Trustee, for all or any series of the AmazonNew Notes. If we fail to appoint or maintain another entity as Paying Agent, the Amazon Trustee shall act as such. We or any of our subsidiaries, upon notice to the Amazon Trustee, may act as Paying Agent.
We will also maintain one or more registrars (each, a “Registrar”) with an office in Minneapolis, MN.Minnesota. We, upon written notice to the Amazon Trustee accompanied by an officers’ certificate, may appoint one or more registrars, other than the Amazon Trustee, for the Amazonall or any series of New Notes. If we fail to appoint or maintain another entity as registrar, the Amazon Trustee shall act as such. We or any of our subsidiaries, upon notice to the Amazon Trustee, may act as registrar.
We will also maintain one or more transfer agents with offices in Minneapolis, MN.Minnesota. Each transfer agent shall perform the functions of a transfer agent. We, upon written notice to the Amazon Trustee accompanied by an officers’ certificate, may appoint one or more transfer agents, other than the Amazon Trustee, for the Amazonall or any series of New Notes. If we fail to appoint or maintain another entity as transfer agent, the Amazon Trustee shall act as such. We or any of our subsidiaries, upon notice to the Amazon Trustee, may act as transfer agent.
The Registrar will maintain a register reflecting ownership of AmazonNew Notes outstanding from time to time and facilitate transfer of the AmazonNew Notes on our behalf, and the Paying Agents will make payments on our behalf. We may change any Paying Agents, Registrars, or transfer agents without prior notice to the holders of AmazonNew Notes.
Governing Law
The Amazon Indenture and the AmazonNew Notes shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of any other law. The Amazon Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Amazon Indenture and shall, to the extent applicable, be governed by such provisions.
Satisfaction and Discharge of the Amazon Indenture
The Amazon Indenture shall cease to be of further effect with respect to the Amazona series of New Notes when either:
all outstanding AmazonNew Notes of such series that have not been delivered to the Amazon Trustee for cancellation have become due and payable or are by their terms to become due and payable within one year or are
|
In each case, we will also pay all other sums payable by us under the Amazon Indenture with respect to the AmazonNew Notes of such series and deliver to the Amazon Trustee an opinion of counsel and an officers’ certificate, each stating that all conditions precedent to satisfaction and discharge with respect to the AmazonNew Notes of such series have been complied with.
Defeasance
The term defeasance means the discharge of some or all of our obligations under the Amazon Indenture. If we deposit with the Amazon Trustee funds or U.S. government securities, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent accountants, to make payments on the Amazonany series of New Notes on the dates those payments are due and payable, then, at our option, either of the following will occur:
If we defease the Amazonany series of New Notes, the holders of the defeased AmazonNew Notes of such series will not be entitled to the benefits of the Amazon Indenture under which such series was issued, except for our obligation to register the transfer or exchange of the AmazonNew Notes of such series, replace stolen, lost, or mutilated AmazonNew Notes, or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium, and interest on the AmazonNew Notes of such series will also survive. We will be required to deliver to the Amazon Trustee an opinion of counsel that the deposit and related defeasance would not cause the beneficial owners of the AmazonNew Notes of such series to recognize income, gain, or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the United States Internal Revenue Service or a change in law to that effect.
Book-Entry, Delivery, and Form
We will issue the AmazonNew Notes in the form of one or more fully registered global securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (“DTC”). The AmazonNew Notes will be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof and will be issued in registered form only, without coupons.
The global securities will be deposited with, or on behalf of, DTC, and will be registered in the name of Cede & Co., DTC’s nominee. The following provisions will apply to the depository arrangements with respect to such global securities.
Beneficial interests in the global securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC.
Investors may elect to hold their interests in the global securities through either DTC (in the United States) or (in Europe) through Clearstream or through Euroclear. Investors may hold their interests in the global
securities directly, if they are participants of such systems, or indirectly through organizations that are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective U.S. depositaries, which in turn will hold these interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Beneficial interests in the global securities will be held in denominations of $2,000 and multiples of $1,000 in excess thereof. Except as set forth below, the global securities may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
Debt securities represented by a global security can be exchanged for definitive securities in registered form only if:
A global security that can be exchanged as described in the preceding sentence will be exchanged for definitive securities issued in authorized denominations in registered form for the same aggregate amount. The definitive securities will be registered in the names of the owners of the beneficial interests in the global security as directed by DTC.
We will make principal and interest payments on the AmazonNew Notes represented by a global security to the Paying Agent which in turn will make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the debt securities represented by a global security for all purposes under the Amazon Indenture. Accordingly, we, the Amazon Trustee and any Paying Agent will have no responsibility or liability for:
DTC has advised us that its current practice is to credit participants’ accounts on each payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security as shown on DTC’s records, upon DTC’s receipt of funds and corresponding detail information. The underwriters or agents for the debt securities represented by a global security will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global security will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in “street name,” and will be the sole responsibility of those participants. Book-entry notes may be more difficult to pledge because of the lack of a physical note. So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the debt securities represented by that global security for all purposes of the debt securities. Owners of beneficial interests in the debt securities will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered owners or holders of debt securities under the Amazon Indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if that person is not a DTC participant, on the
procedures of the participant through which that person owns its interest, to exercise any rights of a holder of debt securities. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global security. Beneficial owners may experience delays in receiving distributions on their debt securities since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the beneficial owner’s account.
We understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global security desires to take any action which a holder is entitled to take
under the Amazon Indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.
Beneficial interests in a global security will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for that global security. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the debt securities will be governed by arrangements among them, subject to any statutory or regulatory requirements in effect.
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to Section 17A of the Exchange Act.
DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants include both U.S. andnon-U.S. securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, such as both U.S. andnon-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.
Clearstream
Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”), and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance, and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, and clearing corporations. In the U.S., Clearstream Participants are limited to securities brokers and
dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an indirect participant in DTC.
Distributions with respect to debt securities held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”), and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing, and interacts with domestic markets in several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through Euroclear Bank S.A/N.V. (the “Euroclear Operator”), a bank incorporated under the laws of the Kingdom of Belgium, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers, and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator advises us that it is regulated and examined by the Belgian banking and Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, herein the Terms and Conditions. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Euroclear has further advised us that investors that acquire, hold, and transfer interests in the debt securities by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.
Global Clearance and Settlement Procedures
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’sSame-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities through DTC, and making or receiving payment in accordance with normal procedures forsame-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of debt securities received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
If the debt securities are cleared only through Euroclear and Clearstream (and not DTC), you will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.
Although DTC, Clearstream, and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of DTC, Clearstream, and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor any paying agent will have any responsibility for the performance by DTC, Euroclear, or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.
Notices
Notices to holders of AmazonNew Notes will be given by mail to the addresses of such holders as they appear in the security register or through the facilities of DTC or Euroclear or Clearstream Luxembourg, in the case of beneficial interests represented by global securities.
Sinking Fund
There will not be a sinking fund for any series of the AmazonNew Notes.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESCONSIDERATIONS
The following summary describesdiscussion summarizes the material U.S. federal income tax consequences relating toof the exchange offer and consent solicitation and to the ownership and disposition of AmazonOutstanding Notes acquired pursuant to the exchange offer and consent solicitation.for New Notes. This summarydiscussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder, (the “Treasury Regulations”), administrative pronouncements, rulings, and judicial decisions, all as in effect as ofon the date hereof anyand all of which may subsequently be changedare subject to change or interpreted differently,differing interpretations, possibly with retroactive effect, so as to result ineffect. This summary addresses only the U.S. federal income tax consequences different from those discussed below. Amazon has not sought and does not intend to seek a ruling from the Internal Revenue Service (the “IRS”) on any aspect of the exchange offer and consent solicitation. Accordingly, Amazon cannot assure youof New Notes that the IRS will agree with the views expressedare acquired in this summary, or that a court will not sustain any challenge by the IRS. This summary does not address all aspectsoffering in exchange for Outstanding Notes originally acquired at their initial offering for an amount of U.S. federal income tax relatedcash equal to the exchange offertheir issue price and consent solicitation and to the ownership and disposition of Amazon Notes.
This summary does not address the consequences under U.S. alternative minimum tax rules, U.S. federal estate or gift tax laws or anynon-U.S. or U.S. state or local tax laws. In addition, it does not address all tax consequences that may be relevant to holders of Amazon Notes or Whole Foods Market Notes (collectively, “Notes”) that are subject to special treatment under the U.S. federal income tax laws, such as:
If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Notes, the tax treatment of a partner (or other equity owner) will generally depend upon the status of the partner (or equity owner) and the activities of the partnership (or such other entity). A beneficial owner that is a partnership (or entity treated as a partnership) and partners in such a partnership (or other equity owners) should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.
This summary of material U.S. federal income tax consequences is for general information only and is not tax advice for any particular investor. Furthermore, this summary only applies to beneficial owners of Notes that hold their Notesheld as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).Code.
In this discussion, the term “U.S. Holder” is used to refer to a beneficial ownerThis summary does not address all of Notes that, for U.S. federal income tax purposes, is:
The term“Non-U.S. Holder” is used to describe a beneficial owner of Notes that is neither a U.S. Holder nor a partnership or any entity or arrangement treated as a partnership for U.S. federal income tax purposes.
Whole Foods Market has taken the position for U.S. federal income tax purposes that the Whole Foods Market Notes are not “contingent payment debt instruments” within the meaning of the applicable Treasury Regulations and, therefore, the discussion below assumes that the Whole Foods Market Notes are not subject to the special rules governing “contingent payment debt instruments.”
THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. EACH HOLDER OF NOTES SHOULD CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSIDERATIONS TO SUCH HOLDER OF THE EXCHANGE OFFER AND CONSENT SOLICITATION AND THE OWNERSHIP AND DISPOSITION OF AMAZON NOTES, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE, AND LOCAL TAX LAWS ANDNON-U.S. TAX LAWS.
U.S. Holders
The Exchange Offer
Tender of Whole Foods Market Notes. The exchange of Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer and consent solicitation will be a taxable exchange for U.S. federal income tax purposes.
Subject to the discussion below under “—Early Participation Premium,” a U.S. Holder that exchanges Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer and consent solicitation generally will recognize gain or loss equal to the difference, if any, between (i) the sum of the amount of cash received and the “issue price” of the Amazon Notes received in respect of the Whole Foods Market Notes (as discussed below under “—Issue Price”), reduced by an amount equal to the accrued interest on the Whole Foods Market Notes at the time of the exchange (which amount will be includible in such U.S. Holder’s gross income as interest income at the time of the exchange to the extent that it has not yet been included), and (ii) the U.S. Holder’s adjusted tax basis in the Whole Foods Market Notes. A U.S. Holder’s adjusted tax basis in a Whole Foods Market Note will generally equal the amount paid for the Whole Foods Market Note (x) increased by any market discount previously taken into account by the U.S. Holder in respect of the Whole Foods Market Note, and (y) reduced (but not below zero) by any amortizable bond premium previously amortized on the Whole Foods Market Note.
Subject to the treatment of a portion of any gain as ordinary income to the extent of any market discount accrued on a Whole Foods Market Note (see below under “—Market Discount”), any gain or loss recognized in respect of a Whole Foods Market Note generally will be capital gain or loss, which will be long-term capital gain or loss if the U.S. Holder’s holding period in the Whole Foods Market Note exceeds one year as of the date of the exchange. Certainnon-corporate U.S. Holders may be eligible for preferential tax rates in respect of long-term capital gain. The deductibility of capital losses is subject to limitations. A U.S. Holder generally will have an initial tax basis in an Amazon Note received pursuant to the exchange offer and consent solicitation equal to its issue price (as defined below), and generally will commence a new holding period with respect to the Amazon Note the day after the completion of the exchange.
Market Discount. The market discount provisions of the Code may apply to U.S. Holders of Whole Foods Market Notes that acquired the Whole Foods Market Notes in the secondary market. In general, a Whole Foods Market Note that was acquired by a U.S. Holder in the secondary market will be treated as having been acquired with market discount if the Whole Foods Market Note’s principal amount exceeded the tax basis of the Whole Foods Market Note in the U.S. Holder’s hands immediately after its acquisition, unless such excess was less than a statutorily definedde minimis amount.
Any gain recognized by a U.S. Holder with respect to a Whole Foods Market Note that was acquired with market discount will be subject to tax as ordinary income to the extent of the market discount accrued during the period the Whole Foods Market Note was held by such U.S. Holder, unless the U.S. Holder previously elected to include market discount in income as it accrued for U.S. federal income tax purposes.
Issue Price. If an Amazon Note is considered to be “publicly traded” for U.S. federal income tax purposes, the issue price of such Amazon Note will, subject to the sentence below, generally equal its fair market value on the date of issuance. In accordance with applicable U.S. Treasury Regulations, we intend to determine the issue price of the Amazon Notes by subtracting from such fair market value any Amazon NotePre-Issuance Accrued Interest (as defined below under “—Treatment of the Amazon Notes—Stated Interest”). Although no assurances can be given in this regard, we believe that the Amazon Notes are likely to be considered “publicly traded” for these purposes and intend to take this position for all relevant reporting and other purposes. We will make information about our determination of the issue price of the Amazon Notes available to investors in a commercially reasonable fashion within 90 days of the date on which the Amazon Notes are issued. Our determination of the issue price of the Amazon Notes is binding upon a holder unless such holder explicitly discloses to the IRS, on a timely filed U.S. federal income tax return for the taxable year that includes the date of the exchange, that its determination is different from ours, the reasons for the different determination, and how such holder determined the issue price.
Early Participation Premium. The U.S. federal income tax treatment of the receipt of the Early Participation Premium is unclear. We intend to take the position that any Early Participation Premium is additional consideration for the tendered Whole Foods Market Notes, in which case the Early Participation Premium would be treated as part of the amount paid to the U.S. Holder in respect of such Whole Foods Market Notes, as provided above in “—Tender of Whole Foods Market Notes.” Alternatively, the Early Participation Premium may be treated as interest or a separate fee that would be subject to tax as ordinary income. There can be no assurance that the IRS will not successfully challenge the position that we intend to take. U.S. Holders should consult their tax advisors about the U.S. federal income tax treatmentconsiderations that may be relevant to a particular holder in light of the receipt of the Early Participation Premium.
Treatment of the Amazon Notes
Stated Interest. Subjectholder’s individual circumstances or to the following sentence and the conditions described below in “—Original Issue Discount,” interest on the Amazon Notes will generally be included in the income of a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with the U.S. Holder’s method of accounting forholders subject to special rules under U.S. federal income tax purposes. However, a U.S. Holder should not include in income the portion of the first payment of interest on an Amazon Note that is attributable to accrued interest on the Whole Foods Market Noteslaws, such as of the time of the exchange,banks and should instead treat such portionother financial institutions, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt organizations, entities and arrangements classified as anon-taxable return of suchpre-issuance accrued interest (such amount is referred to as the “Amazon NotePre-Issuance Accrued Interest”).
Original Issue Discount. As described above, because we intend to determine the issue price of the Amazon Notes by reference to the fair market value of the Amazon Notes on the applicable exchange date, we cannot know before the applicable exchange date whether the Amazon Notes will have original issue discount (“OID”). If the stated redemption price at maturity of any Amazon Note exceeds the issue price of the Amazon Note by at least a statutorily specifiedde minimis amount (which is generally 1/4 of one percent of the principal amount multiplied by the number of complete years to maturity), the difference will constitute OID for U.S. federal income tax purposes. A U.S. Holder of an Amazon Note that is issued with OID will, regardless of such U.S. holder’s method of accounting, be required to include the OID in income (as ordinary income) as it accrues in
accordance with a constant yield method based upon a compounding of interest and before receiving the cash to which that income is attributable.
Amortizable Bond Premium. If a U.S. Holder’s initial tax basis in an Amazon Note is greater than the principal amount of the Amazon Note, the U.S. Holder will be considered to have acquired the Amazon Note with “amortizable bond premium.” A U.S. Holder generally may elect to amortize the premium over the remaining term of the Amazon Note on a constant yield method as an offset to interest when includible in income under a U.S. Holder’s regular accounting method. An election to amortize premium on a constant yield method will also apply to all other taxable debt instruments held or subsequently acquired by a U.S. Holder on or after the first day of the first taxable year for which the election is made. Such an election may not be revoked without the consent of the IRS.
Sale, Exchange, Redemption, Retirement, or Other Taxable Disposition of Amazon Notes. Upon the sale, exchange, redemption, retirement, or other taxable disposition of an Amazon Note, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (1) the amount realized (which includes any cash plus the fair market value of all other property received) on such sale, exchange, redemption, retirement, or other taxable disposition in respect of the Amazon Note (except to the extent such cash or property is attributable to accrued but unpaid interest, which will generally be taxable as ordinary income to the extent not previously included in income) and (2) the U.S. Holder’s adjusted tax basis in the Amazon Note. A U.S. Holder’s adjusted tax basis in an Amazon Note will generally equal its initial tax basis in the Amazon Note, (x) increased by any OID that it previously included in income with respect to the Amazon Note, and (y) reduced by any amortizable bond premium that it previously amortized with respect to the Amazon Note. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if, at the time of such sale, exchange, redemption, retirement, or other taxable disposition, the U.S. Holder’s holding period for the Amazon Note exceeds one year. Certainnon-corporate U.S. Holders may be eligible for preferential tax rates in respect of long-term capital gain. The deductibility of capital losses is subject to limitations.
Additional Tax on Net Investment Income.Non-corporate U.S. Holders are generally subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s tax return filing status). A U.S. Holder’s net investment income will generally include any interest income or net gain recognized by such holder with respect to the Notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities).Non-corporate U.S. Holders should consult their tax advisors on the applicability of this additional tax to its income and gains in respect of their investment in the Notes.
Information Reporting and Backup Withholding.
In general, information reporting requirements will apply to payments made to U.S. Holders that exchange Whole Foods Market Notes for Amazon Notes and cash, of interest or principal on Amazon Notes or in connection with the sale, exchange, redemption, retirement, or other taxable disposition of Amazon Notes prior to maturity, other than certain exempt recipients. Each U.S. Holder will be asked to provide to Amazon’s paying agent such Holder’s correct taxpayer identification number and certify that such Holder is not subject to backup withholding. Backup withholding at the applicable rate will apply to payments made to a U.S. Holder if the U.S. Holder fails to timely provide its correct taxpayer identification number (“TIN”) within a reasonable time after a request therefor (and certification that the TIN is correct) or certification of exempt status. A U.S. Holder who does not provide Amazon or its paying agent with the correct TIN may be subject to penalties imposed by the IRS.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, and may entitle such U.S. Holder to a refund, provided the required information is timely furnished to the IRS.
Non-U.S. Holders
The Exchange Offer
Tender of Whole Foods Market Notes. As discussed above under “U.S. Holders—The Exchange offer—Tender of Whole Foods Market Notes,” the exchange of Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer and consent solicitation will constitute a taxable exchange for U.S. federal income tax purposes. However, subject to the discussion in the next paragraph and the discussion below under “—Payments of Interest” and “—Early Participation Premium,” aNon-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized on theNon-U.S. Holder’s exchange of Whole Foods Market Notes pursuant to the exchange offer and consent solicitation.Non-U.S. Holders should consult their tax advisors about the U.S. federal income tax consequences of the exchange offer and consent solicitation.
ANon-U.S. Holder generally will be subject to U.S. federal income tax on any gain realized on the exchange that is effectively connected with the conduct by theNon-U.S. Holder of a trade or business in the United States (and, if an applicable treaty so requires, is attributable to the conduct of a trade or business through a permanent establishment or fixed base in the United States) in the same manner as if such holder were a U.S. Holder. In addition, if theNon-U.S. Holder is a foreign corporation, such holder may also be subject to a branch profits tax at a rate of 30% (or lower treaty rate, if applicable) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.
Payments of Interest. Any amount received pursuant to the exchange offer and consent solicitation with respect to a Whole Foods Market Note that is attributable to accrued but unpaid interest will generally not be subject to U.S. federal income or withholding tax provided that (i) suchNon-U.S. Holder does not actually or constructively (pursuant to the rules of Section 871(h)(3)(C) of the Code) own 10% or more of the total combined voting power of all classes of Whole Foods Market’s stock entitled to vote (including as a result of the ownership of Amazon stock), (ii) suchNon-U.S. Holder is not a controlled foreign corporation that is related to Whole Foods Market (actually or constructively) through stock ownership for U.S. federal income tax purposes, (iii) the interest is not income that is effectively connected with a United States trade or business carried on by suchNon-U.S. Holder (or, if an applicable treaty so requires, is not attributable to the conduct of a trade or business through a permanent establishment or fixed base in the United States) (“ECI”), and (iv) the applicable withholding agent has received appropriate documentation from theNon-U.S. Holder (e.g., IRS FormW-8BEN orW-8BEN-E (or a suitable substitute form)) establishing that theNon-U.S. Holder is not a U.S. personpartnerships for U.S. federal income tax purposes and certain other certification requirements are satisfied.
If anypass-through entities, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of these conditionsaccounting, persons liable for U.S. federal alternative minimum tax, holders whose functional currency is not satisfied, subject to the following sentence, amounts received pursuant to the exchange offer and consent solicitation that are attributable to accrued but unpaid interest received on the Whole Foods Market Notes will generally be subject to U.S. federal withholding tax at a rate of 30% (or lower treaty rate, if applicable). ANon-U.S. Holder is subject to U.S. federal income tax on accrued but unpaid interest that is ECI in the same manner as if such holder were a U.S. Holder, but will not be subject to U.S. federal withholding tax on any such accrued but unpaid interest if the holder satisfies certain certification requirements under penalties of perjury (generally through the provision of a properly executed IRS FormW-8ECI or other applicable form). In addition, if theNon-U.S. Holder is a foreign corporation, such holder may also be subject to a branch profits tax at a rate of 30% (or lower treaty rate, if applicable) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.
Early Participation Premium. As discussed above under “U.S. Holders—The Exchange Offer—Early Participation Premium,” the U.S. federal income tax treatment of the Early Participation Premium is unclear. We intend to take the position that any Early Participation Premium is additional consideration for the tendered Whole Foods Marketdollar, U.S. expatriates, and persons holding New Notes in which case the Early Participation Premium would be treated as part of the amount paid to theNon-U.S. Holder in respect of such Whole Foods Market Notes, as provided above under “—Tender of Whole Foods Market Notes.a “straddle,” Alternatively, the Early Participation Premium may be treated as interest or a separate fee and thus may be subject to U.S. federal withholding tax at a 30% rate (or lower
applicable treaty rate). If, however, the interest or separate fee is ECI, the interest or separate fee will be subject to tax in the same manner as if such holder were a U.S. Holder and generally will be exempt from U.S. federal withholding tax if theNon-U.S. Holder satisfies certain certification requirements. There can be no assurance that the IRS will not successfully challenge the position that we intend to take.Non-U.S. Holders should consult their tax advisors about the U.S. federal income tax treatment of the receipt of the Early Participation Premium, the availability of a refund of any U.S. withholding tax, and the provisions of any applicable income tax treaties which may provide different rules from those described above.
Treatment of the Amazon Notes
Payments of Interest. Payments of interest (including OID) on Amazon Notes received pursuant to the exchange offer and consent solicitation will generally not be subject to U.S. federal income or withholding tax, subject to the conditions described above under“Non-U.S. Holders—The Exchange Offer—Payments of Interest” (substituting references to Amazon for references to Whole Foods Market for purposes of clauses (i) and (ii) in the first paragraph of such section) and below under“Non-U.S. Holders—Treatment of the Amazon Notes—Information Reporting and Backup Withholding forNon-U.S. Holders” and “Additional Withholding Requirements under the Foreign Account Tax Compliance Act.”
Sale, Exchange, Redemption, Retirement, or Other Taxable Disposition of Amazon Notes. Subject to the conditions described below under“Non-U.S. Holders—Treatment of the Amazon Notes—Information Reporting and Backup Withholding forNon-U.S. Holders” and “Additional Withholding Requirements under the Foreign Account Tax Compliance Act,“hedge,” any gain realized by aNon-U.S. Holder on the sale, exchange, redemption, retirement,“conversion transaction,” or other taxable disposition of an Amazon Note (except with respect to accrued and unpaid interest, which would be treated as described above) will generallyintegrated investment. The discussion does not be subject to U.S. federal income tax. As discussed above under“Non-U.S. Holders—The Exchange Offer—Tender of Whole Foods Market Notes,” aNon-U.S. Holder generally will, however, be subject to U.S. federal incomeaddress any foreign, state, local, or non-income tax on any gain realized in a taxable disposition of an Amazon Note that is ECI.
Information Reporting and Backup Withholding
Information reporting and backup withholding will generally not apply to payments made to aNon-U.S. Holder that exchanges Whole Foods Market Notes for Amazon Notes and cash or to payments of principal or interest to aNon-U.S. Holder on the Amazon Notes by Amazon or its paying agent if aNon-U.S. Holder certifies its status as aNon-U.S. Holder under penalties of perjury or otherwise establishes an exemption (provided that neither we nor our paying agent has actual knowledge that it is a U.S. person or that the conditions of any other exemptions are not in fact satisfied). The payment of the proceedsconsequences of the exchange of Whole Foods MarketOutstanding Notes or the disposition of Amazon Notesfor New Notes.
This discussion is for general information purposes only, and is not intended to or through the United States office of a United States or foreign broker will be subject to information reporting and backup withholding unless theNon-U.S. Holder provides the certification described above or otherwise establishes an exemption. The proceeds of a disposition effected outside the United States by aNon-U.S. Holder of Amazon Notes to or through a foreign office of a broker generally willshould not be subjectconstrued to backup withholdingbe, legal or information reporting. However, if that broker is, for U.S. tax purposes, a U.S. person, a controlled foreign corporation, a foreign person 50% or more of whose gross income from all sources for certain periods is effectively connected with a trade or business in the United States, or a foreign partnership that is engaged in the conduct of a trade or business in the United States or that has one or more partners that are U.S. persons who in the aggregate hold more than 50% of the income or capital interests in the partnership, information reporting requirements will apply unless that broker has documentary evidence in its files of suchNon-U.S. Holder’s status as aNon-U.S. Holder and has no actual knowledgeadvice to the contrary, or unless such holder otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against aNon-U.S. Holder’s U.S. federal income tax liability, and may entitle suchNon-U.S. Holder to a refund, provided the required information is timely furnished to the IRS. Amazon or its
paying agent will report to the holders and the IRS the amount of any “reportable payments” (which include interest) and any amounts withheld with respect to the Amazon Notes as required by the Code and applicable Treasury Regulations.
particular Holder. Holders Not Tendering in the Exchange Offer
In General
The U.S. federal income tax treatment of holders who do not tender their Whole Foods Market Notes pursuant to the exchange offer and consent solicitation will depend upon whether the adoption of the proposed amendments results in a “deemed” exchange of such Whole Foods Market Notes for U.S. federal income tax purposes to suchnon-tendering holders. In general, the modification of a debt instrument will result in a deemed exchange of an “old” debt instrument for a “new” debt instrument (upon which gain or loss may be realized) if such modification is “significant” within the meaning of applicable Treasury Regulations. Under these Treasury Regulations, a modification is “significant” if, based on all the facts and circumstances and taking into account all modifications of the debt instrument collectively, the legal rights and obligations that are altered and the degree to which they are altered are “economically significant.” The Treasury Regulations further provide that a modification of a debt instrument that adds, deletes, or alters customary accounting or financial covenants is not a significant modification. The Treasury Regulations do not define “customary accounting or financial covenants.” We intend to treat the adoption of the proposed amendments as deletions of or alterations to customary accounting or financial covenants so as not to constitute a significant modification to the terms of the Whole Foods Market Notes with respect tonon-tendering holders. If adoption of the proposed amendments does not constitute a significant modification of the Whole Foods Market Notes, thennon-tendering holders should not realize gain or loss as a result of the adoption of the proposed amendments. There can be no assurance that the IRS will not successfully challenge the position that we intend to take.
U.S. Holders
If the IRS successfully asserts that the adoption of the proposed amendments resulted in a deemed exchange of the “old” Whole Foods Market Notes for “new” Whole Foods Market Notes tonon-tendering U.S. Holders, whether such deemed exchange would be taxable to anon-tendering U.S. Holder would depend upon, among other things, whether such exchange qualifies as atax-free recapitalization for U.S. federal income tax purposes. Such qualification will generally depend on whether the “old” and “new” Whole Foods Market Notes constitute “securities” for U.S. federal income tax purposes. If a deemed exchange does not qualify as atax-free recapitalization,non-tendering U.S. Holders would generally recognize taxable gain or loss (which loss may be subject to deferral under the “wash sale” provisions of the Code) on the deemed exchange. U.S. Holders should consult their tax advisors as to the possibility that any such deemed exchange could qualify as a recapitalization for U.S. federal income tax purposes and the amount and character of any gain or loss that would be recognized in the case of a taxable deemed exchange, as well as the possibility of the “new” Whole Foods Market Notes being issued with OID.
Non-U.S. Holders
If the adoption of the proposed amendments results in a deemed exchange,Non-U.S. Holders generally would not be subject to U.S. federal income tax on such deemed exchange except in the circumstances described above under“Non-U.S. Holders—The Exchange Offer—Tender of Whole Foods Market Notes” and “—Payments of Interest.”
Additional Withholding Requirements under the Foreign Account Tax Compliance Act
Foreign Account Tax Compliance Withholding. Sections 1471 through 1474 of the Code, the Treasury Regulations promulgated thereunder, and other applicable administrative guidance (collectively “FATCA”) could
impose a withholding tax of 30% (“FATCA Withholding”) on the portion of the payment made in exchange for the Whole Foods Market Notes attributable to accrued and unpaid interest on the Whole Foods Market Notes, if any, on interest on the Amazon Notes, and upon the sale, exchange, redemption, retirement, or other taxable disposition of the Amazon Notes on or after December 31, 2018, in each case paid to a (i) a “foreign financial institution,” as defined under such rules, unless such institution enters into an agreement with the Department of Treasury to, among other things, collect and provide to it substantial information regarding such institution’s United States financial account holders, including certain account holders that are foreign entities with United States owners or, in the case of a foreign financial institution in a jurisdiction that has entered into an intergovernmental agreement with the United States, such institution complies with the requirements of such agreement and (ii) a“non-financial foreign entity,” as defined under such rules, unless such entity provides the paying agent with a certification that it does not have any substantial United States owners or a certification identifying the direct and indirect substantial United States owners of the entity, unless in each case, an exemption applies. Prospective investors are urged to consult their own tax advisors regarding the application of the legislationU.S. federal income tax laws to their particular situations and regulationsthe consequences under U.S. federal estate or gift tax laws, as well as foreign, state, or local laws and tax treaties, and the possible effects of changes in tax laws.
U.S. Federal Income Tax Consequences of the Exchange Offer to Holders of Outstanding Notes
The exchange of Outstanding Notes for New Notes pursuant to the exchange offer will not be a taxable transaction for U.S. federal income tax purposes. Holders of Outstanding Notes will not realize gain or loss as a result of the exchange and consent solicitation.will have the same adjusted issue price, tax basis and holding period in the New Notes as they had in the Outstanding Notes immediately before the exchange. The U.S. federal income tax consequences of holding and disposing of the New Notes will be the same as those applicable to the Outstanding Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.
We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
For a period of 180 days after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the New Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
Gibson, Dunn & Crutcher LLP will pass upon the validity of the notesNew Notes on our behalf. Davis Polk & Wardwell LLP, Menlo Park, California will pass upon certain legal matters for the dealer manager.
The consolidated financial statements of Amazon appearing in Amazon’s Annual Report (Form10-K) for the year ended December 31, 2016,2017, and the effectiveness of Amazon’s internal control over financial reporting as of December 31, 2016,2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Whole Foods Market appearing in Whole Foods Market’s Annual Report (Form10-K) for the year ended September 24, 2017, and the effectiveness of Whole Foods Market’s internal control over financial reporting as of September 24, 2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. We hereby incorporate by reference the documents listed below. Information that we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a copy of any and all of the documents referred to herein that are summarized in and incorporated by reference into this prospectus, if such person makes a written or oral request directed to:
Amazon.com, Inc.
ATTN: Investor Relations
P.O. Box 81226
Seattle, WA 98108-1226
(206) 266-1000
Amazon.com, Inc.
OFFER TO EXCHANGEOffers to Exchange
ALL OUTSTANDING 5.200% SENIOR NOTES DUE 2025 OF WHOLEAll Outstanding
FOODS MARKET, INC. AND SOLICITATION OF CONSENTS TO$1,000,000,000 of our 1.900% notes due August 21, 2020,
AMEND THE RELATED INDENTURE AND NOTES$1,000,000,000 of our 2.400% notes due February 22, 2023,
$2,000,000,000 of our 2.800% notes due August 22, 2024,
$3,500,000,000 of our 3.150% notes due August 22, 2027,
$2,750,000,000 of our 3.875% notes due August 22, 2037,
$3,500,000,000 of our 4.050% notes due August 22, 2047, and
$2,250,000,000 of our 4.250% notes due August 22, 2057
issued in a private transaction in reliance on
Rule 144A and Regulation S under the Securities Act
PROSPECTUS
The Exchange Agent and Information Agent for the Exchange Offer and the Consent Solicitation is:
Global Bondholder Services CorporationWells Fargo Bank, National Association
600 South Fourth Street
MAC: N9300-070 Minneapolis, MN 55479 Attn: Bondholder Communications Banks and Brokers call: 1-800-344-5128 All others please call toll free: 1-800-344-5128 Email: bondholdercommunications@wellsfargo.com By Facsimile Transmission (for Eligible Institutions Only): 1-877-407-4679 Confirm by Telephone: 1-800-344-5128
|
Any questions or requests for assistance may be directed to the dealer manager at the address and telephone number set forth below. Requests for additional copies of this prospectus and the letter of transmittal and consent may be directed to the Information Agent. Beneficial owners may also contact their custodian for assistance concerning the exchange offer and the consent solicitation.
The Information Agent for the Exchange Offer and the Consent Solicitation is:
Global Bondholder Services Corporation
65 Broadway—Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers Call Collect: (212)430-3774
All Others, Please Call Toll-Free: (866)470-3900
contact@gbsc-usa.com
The Dealer Manager for the Exchange offer and the Consent Solicitation is:
BofA Merrill Lynch
214 North Tryon Street, 14th Floor
Charlotte, North Carolina 28255
Attention: Liability Management Group
Collect: (980)387-3907
Toll-Free: (888)292-0070offer.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify its directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits, or proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification in which the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.
Section 10 of the registrant’s Amended and Restated Bylaws requires indemnification to the full extent permitted under Delaware law as it now exists or may hereafter be amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide an unconditional right to indemnification for all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by any person in connection with any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was serving as a director or officer of the registrant or that, being or having been a director or officer of the registrant, such person is or was serving at the request of the registrant as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan.
The Bylaws also provide that the registrant may, by action of its Board of Directors, provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.
Article 10 of the registrant’s Restated Certificate of Incorporation provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the registrant shall not be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of such Article 10 shall not adversely affect any right or protection of a director of the registrant for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
The registrant has entered into certain indemnification agreements with its directors. The indemnification agreements provide the registrant’s directors with further indemnification, to the maximum extent permitted by the DGCL.
II-1
The foregoing summaries are necessarily subject to the complete text of the statute, the registrant’s Restated Certificate of Incorporation and Amended and Restated Bylaws, and the arrangements referred to above and are qualified in their entirety by reference thereto.
II-1
Item 21.. Exhibits and Financial Statement Schedules
* | Filed herewith. |
II-2
Item 22. Undertakings
(a) | The undersigned registrant hereby undertakes: |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
4. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
5. | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
II-3
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. |
(d) | The registrant undertakes that every prospectus (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(e) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(f) | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to |
(g) | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
II-4
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 20th26th day of November, 2017.April, 2018.
AMAZON.COM, INC. | ||||
By: | /s/ Brian T. Olsavsky | |||
Brian T. Olsavsky | ||||
Senior Vice President and Chief Financial Officer |
Each of the directors and/or officers of Amazon.com, Inc., whose signature appears below hereby appoints Jeffrey P. Bezos, Brian T. Olsavsky, David A. Zapolsky, Kurt H. Zumwalt, and Michael D. Deal and each of them severally as his or herattorney-in-fact to date and file with the Securities and Exchange Commission this registration statement on FormS-4, and to sign, date, and file any and all amendments and post-effective amendments (including any additional registration statements related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended) to such registration statement, in each case on his or her behalf, in any and all capacities stated below, as appropriate, in such forms as they or any one of them may approve, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
Signature | Title | Date | ||
/s/ Jeffrey P. Bezos Jeffrey P. Bezos | Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) | |||
/s/ Brian T. Olsavsky Brian T. Olsavsky | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |||
/s/ Shelley L. Reynolds Shelley L. Reynolds | Vice President, Worldwide Controller (Principal Accounting Officer) | |||
/s/ Tom A. Alberg Tom A. Alberg | Director | |||
/s/ John Seely Brown John Seely Brown | Director |
II-5
Signature | Title | Date | ||
/s/ Jamie S. Gorelick Jamie S. Gorelick | Director | |||
/s/ Daniel P. Huttenlocher Daniel P. Huttenlocher | Director | |||
/s/ Judith A. McGrath Judith A. McGrath | Director | |||
/s/ Jonathan J. Rubinstein Jonathan J. Rubinstein | Director | |||
/s/ Thomas O. Ryder Thomas O. Ryder | Director | |||
/s/ Patricia Q. Stonesifer Patricia Q. Stonesifer | Director | |||
/s/ Wendell P. Weeks Wendell P. Weeks | Director |
II-6