#WallStreetPeachy #WhomYouKnow Amazon.com, Inc. Announces Early Participation Results of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025

Amazon.com, Inc. (NASDAQ: AMZN) ("Amazon" or the "Company") today announced that as of 5:00 p.m. New York City time, on December 5, 2017 (the "Early Participation Date") 86.75% of the aggregate principal amount (which is 86.75% of the total outstanding principal amount) of the 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the "Whole Foods Market Notes") issued by Whole Foods Market, Inc. ("Whole Foods Market") have been validly tendered (and not validly withdrawn) in Amazon's previously announced offer to exchange all validly tendered (and not validly withdrawn) and accepted Whole Foods Market Notes for 5.200% Notes due 2025 to be issued by Amazon (the "Amazon Notes"), and the related solicitation of consents to amend the indenture governing the Whole Foods Market Notes (together, the "Exchange Offer"). In connection with the Exchange Offer, Amazon filed a Registration Statement on Form S-4 (File No. 333-221675) (the "Registration Statement") for the issuance of the Amazon Notes with the Securities and Exchange Commission ("SEC") on November 20, 2017, which has not yet been declared effective.

The dealer manager for the Exchange Offer is:

BofA Merrill Lynch
By Phone					By Mail or Hand:
Collect: (980) 387-3907					214 North Tryon Street, 14th Floor
Toll-Free: (888) 292-0070					Charlotte, North Carolina 28255
					Attention: Liability Management Group

The exchange agent and information agent for the Exchange Offer is:

Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):				By Phone				By Mail or Hand:
(212) 430-3775 or				Toll Free: (866) 470-3900				65 Broadway--Suite 404
(212) 430-3779								New York, New York 10006

Amazon is making the Exchange Offer under the terms and conditions set forth in its preliminary prospectus, dated as of November 20, 2017 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal") that contain a more complete description of the terms and conditions of the Exchange Offer. Subject to the Registration Statement being declared effective, the Exchange Offer will expire at 11:59 p.m., New York City time, on December 19, 2017, unless extended (the "Expiration Date"). Tendered Whole Foods Market Notes, and related consents, may be validly withdrawn at any time before the Expiration Date, and Amazon may terminate or withdraw the Exchange Offer at any time for any reason, subject to applicable law.

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, including, among other things, the receipt of valid consents to the proposed amendments to the indenture governing the Whole Foods Market Notes from the holders of at least a majority of the outstanding aggregate principal amount of the Whole Foods Market Notes and the Registration Statement having been declared effective by the SEC.

The Exchange Offer may be made solely under the terms and conditions described in the Prospectus, the Letter of Transmittal, and the other related materials. Amazon has filed the Registration Statement for the Amazon Notes with the SEC, but the Registration Statement is not yet effective. The Amazon Notes may not be issued, nor may tenders of Whole Foods Market Notes be accepted, before the time the Registration Statement is declared effective by the SEC.

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 consents. 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 such 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 thatAmazon 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.

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Amazon.com, Inc. Announces Commencement of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025

Amazon.com, Inc. (NASDAQ:AMZN) ("Amazon" or the "Company") today announced that it commenced an offer to exchange all validly tendered (and not validly withdrawn) and accepted 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the "Whole Foods Market Notes") issued by Whole Foods Market, Inc. ("Whole Foods Market") for 5.200% Notes due 2025 to be issued by Amazon (the "Amazon Notes"). Amazon filed a Registration Statement on Form S-4 (the "Registration Statement") for the issuance of the Amazon Notes with the Securities and Exchange Commission ("SEC") on November 20, 2017, but the Registration Statement has not yet been declared effective. Completion of the exchange offer and consent solicitation is expected to ease administration of our consolidated indebtedness.

Amazon is also soliciting consent from holders of the Whole Foods Market Notes to amend the indenture governing the 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 indenture governing the Whole Foods Market Notes so they will no longer apply (collectively, the "Proposed Amendments"). If the Proposed Amendments are adopted, any remaining Whole Foods Market Notes not tendered and exchanged for Amazon Notes will be governed by the amended 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.

The exchange offer and consent solicitation (together, the "Exchange Offer") commenced on November 20, 2017 and expire at 11:59 p.m., New York City time, on December 19, 2017, unless extended (the "Expiration Date").

In exchange for each $1,000 principal amount of Whole Foods Market Notes validly tendered and accepted before 5:00 p.m., New York City time, on December 5, 2017, unless extended (the "Early Participation Date"), and not validly withdrawn, holders of the tendered Whole Foods Market Notes will be eligible to receive the "Total Consideration," which consists of $1,000principal 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 validly tendered and accepted after the Early Participation Date but before the Expiration Date, and not validly withdrawn, holders of the tendered Whole Foods Market Notes will receive only the "Exchange Consideration," which consists of $970 principal amount of Amazon Notes and a cash amount of $1.00.

Holders of the Whole Foods Market Notes may not consent to the Proposed Amendments without tendering their Whole Foods Market Notes in the Exchange Offer and they may not tender their Whole Foods Market Notes for exchange without consenting to the Proposed Amendments. 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. The first interest payment for the Amazon Notes issued in the exchange will reflect interest accrued from the most recent interest payment date for such tendered Whole Foods Market Note. Subject to the minimum denominations and minimum consideration amounts as described in the Registration Statement, the principal amount of each Amazon Note will be rounded down, if necessary, to $2,000 or the nearest lesser whole multiple of $1,000 that is larger than $2,000, as applicable, and we will pay cash equal to the remaining portion, if any, of the exchange price of the Whole Foods Market Note. The Amazon Notes will be senior unsecured obligations of Amazon and will rank equally with all of Amazon's other unsecured indebtedness from time to time outstanding.

The dealer manager for the Exchange Offer is:

BofA Merrill Lynch

By Phone

Collect: (980) 387-3907

Toll-Free: (888) 292-0070 

By Mail or Hand:

214 North Tryon Street, 14th Floor

Charlotte, North Carolina 28255

Attention: Liability Management Group

The exchange agent and information agent for the Exchange Offer is:

Global Bondholder Services Corporation

By Facsimile (Eligible Institutions Only):

(212) 430-3775 or

(212) 430-3779

By Phone

Toll Free: (866) 470-3900

By Mail or Hand:

65 Broadway--Suite 404

New York, New York 10006

Amazon makes the Exchange Offer under the terms and conditions set forth in its preliminary prospectus, dated as of November 20, 2017 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal"). Tendered Whole Foods Market Notes, and related consents, may be validly withdrawn at any time before the Expiration Date and Amazon may terminate or withdraw the Exchange Offer at any time for any reason.

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, 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 the Whole Foods Market Notes and the Registration Statement having been declared effective by the SEC.

The Exchange Offer may be made solely under the terms and conditions of the Prospectus, the Letter of Transmittal, and the other related materials. Amazon has filed a Registration Statement for the Amazon Notes with the SEC, but the Registration Statement is not yet effective. The Amazon Notes may not be issued, nor may tenders of Whole Foods Market Notes be accepted, before the time the Registration Statement is declared effective by the SEC.

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 thatAmazon 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.

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Peachy's WWW Meets Tasty Tidbits: Amazon and Whole Foods Market Announce Acquisition to Close This Monday, Will Work Together to Make High-Quality, Natural and Organic Food Affordable for Everyone Our Coverage Sponsored by Fresh Origins

Fresh Origins is America’s leading producer of Microgreens and Edible Flowers. Combining the benefits of an ideal climate with a deep passion for quality and innovation, Fresh Origins products are sought after by the finest restaurants and top chefs. The farm is located in the picturesque rolling hills of San Diego County, where the near perfect weather allows for production and harvest all year. Fresh Origins produces almost 400 Microgreens, Petitegreens, Edible Flowers, Shoots, Tiny Veggies™ and related items. Many are not available anywhere else, with new introductions nearly every month. Fresh Origins products are on top of the finest cuisine in the world! Fresh Origins supplies distributors of specialty produce who serve fine dining restaurants and resorts nationwide. There are also a few online sources of their products available to private chefs and home cooks. Read our first Culinary Queen interview with Kelly Sasuga:

http://www.whomyouknow.com/2013/10/culinary-kings-queens-mover-and-shaker.html

For more information about Fresh Origins, visit their website at 

www.FreshOrigins.com

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***

Amazon and Whole Foods Market today announced that Amazon's acquisition of Whole Foods Market will close on Monday August 28, 2017, and the two companies will together pursue the vision of making Whole Foods Market's high-quality, natural and organic food affordable for everyone. As a down payment on that vision, Whole Foods Market will offer lower prices starting Monday on a selection of best-selling grocery staples across its stores, with more to come.

In addition, Amazon and Whole Foods Market technology teams will begin to integrate Amazon Prime into the Whole Foods Market point-of-sale system, and when this work is complete, Prime members will receive special savings and in-store benefits. The two companies will invent in additional areas over time, including in merchandising and logistics, to enable lower prices for Whole Foods Market customers.

"We're determined to make healthy and organic food affordable for everyone. Everybody should be able to eat Whole Foods Market quality - we will lower prices without compromising Whole Foods Market's long-held commitment to the highest standards," said Jeff Wilke, CEO of Amazon Worldwide Consumer. "To get started, we're going to lower prices beginning Monday on a selection of best-selling grocery staples, including Whole Trade organic bananas, responsibly-farmed salmon, organic large brown eggs, animal-welfare-rated 85% lean ground beef, and more. And this is just the beginning - we will make Amazon Prime the customer rewards program at Whole Foods Market and continuously lower prices as we invent together. There is significant work and opportunity ahead, and we're thrilled to get started."

"It's been our mission for 39 years at Whole Foods Market to bring the highest quality food to our customers," said John Mackey, Whole Foods Market co-founder and CEO. "By working together with Amazon and integrating in several key areas, we can lower prices and double down on that mission and reach more people with Whole Foods Market's high-quality, natural and organic food. As part of our commitment to quality, we'll continue to expand our efforts to support and promote local products and suppliers. We can't wait to start showing customers what's possible when Whole Foods Market and Amazon innovate together."

Here's what will be new in Whole Foods Market stores on Monday and what customers can expect over time as the two companies integrate:

Starting Monday, Whole Foods Market will offer lower prices on a selection of best-selling staples across its stores, with much more to come. Customers will enjoy lower prices on products like Whole Trade bananas, organic avocados, organic large brown eggs, organic responsibly-farmed salmon and tilapia, organic baby kale and baby lettuce, animal-welfare-rated 85% lean ground beef, creamy and crunchy almond butter, organic Gala and Fuji apples, organic rotisserie chicken, 365 Everyday Value organic butter, and much more.

In the future, after certain technical integration work is complete, Amazon Prime will become Whole Foods Market's customer rewards program, providing Prime members with special savings and other in-store benefits.

Whole Foods Market's healthy and high-quality private label products--including 365 Everyday Value, Whole Foods Market, Whole Paws and Whole Catch--will be available through Amazon.com, AmazonFresh, Prime Pantry and Prime Now.

Amazon Lockers will be available in select Whole Foods Market stores. Customers can have products shipped from Amazon.com to their local Whole Foods Market store for pick up or send returns back to Amazon during a trip to the store.

This is just the beginning - Amazon and Whole Foods Market plan to offer more in-store benefits and lower prices for customers over time as the two companies integrate logistics and point-of-sale and merchandising systems.

Whole Foods Market will continue to grow its team and create jobs in local communities as it opens new stores, hires new team members, and expands its support of local farmers and artisans. The company will maintain operations under the Whole Foods Market brand, preserve its high standards and commitment to providing the finest natural and organic foods, and continue to source from trusted vendors and partners around the world. John Mackey will remain as CEO and Whole Foods Market's headquarters will stay in Austin, Texas.

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.

About Whole Foods Market

Founded in 1978 in Austin, Texas, Whole Foods Market is the leading natural and organic foods supermarket, the first national "Certified Organic" grocer, and uniquely positioned as America's Healthiest Grocery Store. In fiscal year 2016, the Company had sales of approximately $16 billion and has more than 460 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs approximately 87,000 team members and has been ranked for 20 consecutive years as one of the "100 Best Companies to Work For" in America by Fortune magazine. For more information, please visit www.WholeFoodsMarket.com or @WholeFoods on Twitter.

Cautionary Statement Regarding Amazon Forward-Looking Statements

This communication contains forward-looking statements. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Actual results could differ materially from those projected or forecast in the forward-looking statements. Factors that could cause actual results to differ materially include the following: factors that could affect the timing of the consummation of Amazon's acquisition of Whole Foods Market; Amazon may be unable to achieve the anticipated benefits of the transaction; revenues following the transaction may be lower than expected; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, and suppliers) may be greater than expected; Amazon may assume unexpected risks and liabilities; initiatives with Whole Foods Market may distract Amazon's management from other operations; and the other factors discussed in "Risk Factors" in Amazon's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in Amazon's other filings with the SEC, which are available at http://www.sec.gov. Amazon assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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Wall Street Peachy: Amazon.com Announces Private Offering of Senior Unsecured Notes

Amazon.com, Inc. (NASDAQ: AMZN) ("Amazon" or the "Company") today announced that it is offering to sell senior unsecured notes (collectively, the "Notes") in a private offering.

The Company expects to use the net proceeds from the offering to fund all or a portion of the consideration for its acquisition of Whole Foods Market, Inc. and for general corporate purposes.

The Notes being offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. A confidential offering memorandum for the offering of the Notes, dated today, will be made available to such eligible persons. The offering is being conducted in accordance with the terms and subject to the conditions set forth in such confidential offering memorandum.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such 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 within the meaning of the Private Securities Litigation Reform Act of 1995. 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 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. Factors related to Amazon's proposed acquisition of Whole Foods Market, Inc. that could cause actual results to differ materially include the conditions to the completion of the transaction may not be satisfied on the anticipated schedule, or at all, Amazon may be unable to achieve the anticipated benefits of the transaction, revenues following the transaction may be lower than expected, operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, and suppliers) may be greater than expected, Amazon may assume unexpected risks and liabilities, and initiatives with Whole Foods Market may distract Amazon's management from other operations. 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 Securities and Exchange Commission ("SEC"), including its most recent Annual Report on Form 10-K and subsequent filings.

Our investor relations website is www.amazon.com/ir and we encourage investors to use it as a way of easily finding information about us. We promptly make available on this website, free of charge, the reports that we file or furnish with the SEC, corporate governance information (including our Code of Business Conduct and Ethics), and select press releases and social media postings, which may contain material information about us, and you may subscribe to be notified of new information posted to this site.

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