Amazon.com, Inc. Announces Commencement of Offer to Exchange Certain Outstanding Unregistered Notes for New Registered Notes
SEATTLE–(BUSINESS WIRE)–May 7, 2018— Amazon.com, Inc. (NASDAQ: AMZN) (“Amazon” or the “Company”) today announced the commencement of an offer to exchange certain of its outstanding unregistered notes for new registered notes in accordance with the terms of the registration rights agreement entered into at the issuance of those notes.
Amazon is offering to exchange (the “Exchange Offer”) any and all of its outstanding 1.900% notes due August 21, 2020 (CUSIP No. 023135AR7/U02320AD8), 2.400% notes due February 22, 2023 (CUSIP No. 023135AU0/U02320AE6), 2.800% notes due August 22, 2024 (CUSIP No. 023135AX4/U02320AF3), 3.150% notes due August 22, 2027 (CUSIP No. 023135BA3/U02320AG1), 3.875% notes due August 22, 2037 (CUSIP No. 023135BD7/U02320AH9), 4.050% notes due August 22, 2047 (CUSIP No. 023135BG0/U02320AJ5), and 4.250% notes due August 22, 2057 (CUSIP No. 023135BK1/U02320AK2) issued on August 22, 2017 (collectively, the “Outstanding Notes”) for a like principal amount of its 1.900% notes due August 21, 2020 (CUSIP No. 023135AT3), 2.400% notes due February 22, 2023 (CUSIP No. 023135AW6), 2.800% notes due August 22, 2024 (CUSIP No. 023135AZ9), 3.150% notes due August 22, 2027 (CUSIP No. 023135BC9), 3.875% notes due August 22, 2037 (CUSIP No. 023135BF2), 4.050% notes due August 22, 2047 (CUSIP No. 023135BJ4), and 4.250% notes due August 22, 2057 (CUSIP No. 023135BM7) registered under the Securities Act of 1933, as amended, (the “Exchange Notes”).
Amazon filed a Registration Statement on Form S-4 (the “Registration Statement”) for the Exchange Offer with the Securities and Exchange Commission (“SEC”) on April 26, 2018, which was declared effective on May 7, 2018.
The Exchange Offer commenced on May 7, 2018 and expires at 5:00 p.m., New York City time, on June 6, 2018, unless extended (the “Expiration Date”).
The exchange agent and information agent for the Exchange Offer is:
Wells 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@
By Facsimile Transmission (for Eligible Institutions Only):
1-877-407-4679
Confirm by Telephone:
1-800-344-5128
Amazon is making the Exchange Offer solely upon the terms and subject to the conditions set forth in the prospectus, dated as of May 7, 2018 (the “Prospectus”) and the related Letter of Transmittal, each of which forms a part of the Registration Statement, and other related materials. Tendered Outstanding Notes may be validly withdrawn at any time before the Expiration Date. The consummation of the Exchange Offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the Prospectus.
This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described in this press release and is also not a solicitation of the related consent. These securities will not be sold in any state or other jurisdiction where any offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any state or other jurisdiction.
About Amazon
Amazon is guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. Customer reviews, 1-Click shopping, personalized recommendations, Prime, Fulfillment by Amazon, AWS, Kindle Direct Publishing, Kindle, Fire tablets, Fire TV, Amazon Echo, and Alexa are some of the products and services pioneered by Amazon. For more information, visit www.amazon.com/about and follow @AmazonNews.
FORWARD-LOOKING STATEMENTS
This press release includes 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 this press release 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 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 transactions, payments risks, and risks of fulfillment throughput and productivity. In addition, the current global 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 Amazon’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. 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 Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.
