AMAZON.COM, INC. (NASDAQ:AMZN) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

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ITEM1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.

Merger Agreement

On June15, 2017, Amazon.com, Inc. (the Company) entered into an
Agreement and Plan of Merger (the Merger Agreement) among Whole
Foods Market, Inc., a Texas corporation (Whole Foods Market), the
Company, and Walnut Merger Sub, Inc., a Texas corporation and an
indirect wholly-owned subsidiary of the Company (Merger Sub). to
the Merger Agreement, Merger Sub will be merged with and into
Whole Foods Market (the Merger), with Whole Foods Market
continuing as the surviving company in the Merger.

Subject to the terms and conditions set forth in the Merger
Agreement, at the effective time of the Merger, each share of
common stock, no par value, of Whole Foods Market (Whole Foods
Market Shares) issued and outstanding immediately prior to the
effective time of the Merger (other than Whole Foods Market
Shares owned by the Company, Merger Sub, Whole Foods Market, or
any of their respective direct or indirect wholly-owned
subsidiaries, in each case, not held on behalf of third parties
and Whole Foods Market Shares owned by shareholders who have
exercised their rights as dissenting owners under Texas law) will
be converted into the right to receive $42.00 per Whole Foods
Market Share in cash, without interest.

The Merger Agreement contains customary representations and
warranties of Whole Foods Market and the Company relating to
their respective businesses, in each case generally subject to
materiality qualifiers. Additionally, the Merger Agreement
provides for customary pre-closing covenants of Whole Foods
Market, including covenants relating to conducting its business
in the ordinary course consistent with past practice and
refraining from taking certain actions without the Companys
consent, covenants not to solicit proposals relating to
alternative transactions or, subject to certain exceptions, enter
into discussions concerning or provide information in connection
with alternative transactions, and covenants requiring Whole
Foods Markets board of directors, subject to certain exceptions,
to recommend that Whole Foods Markets shareholders approve the
Merger Agreement. Prior to the approval of the Merger Agreement
by Whole Foods Markets shareholders, Whole Foods Markets board of
directors may withdraw, qualify, or modify its recommendation
that Whole Foods Markets shareholders approve the Merger
Agreement or approve, recommend, or otherwise declare advisable
any Superior Proposal (as defined in the Merger Agreement)
subject to complying with notice and other specified conditions.

Whole Foods Market and the Company have agreed to use their
respective reasonable best efforts, subject to certain
exceptions, to, among other things, consummate the transactions
contemplated by the Merger Agreement as promptly as reasonably
practicable and obtain any required regulatory approvals. The
Company is not required to take any action or to agree to any
restriction or condition with respect to any asset, operation,
business, or the conduct of business of the Company, Whole Foods
Market, or their respective subsidiaries, other than divestitures
of certain Whole Foods Market assets.

Consummation of the Merger is subject to various conditions,
including, among others, customary conditions relating to the
approval of the Merger Agreement by the requisite vote of Whole
Foods Markets shareholders and expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and Competition Act (Canada) clearance.
The obligation of each party to consummate the Merger is also
conditioned on the other partys representations and warranties
being true and correct (subject to certain materiality
exceptions) and the other party having performed in all material
respects its obligations under the Merger Agreement. The
transaction is not conditioned on the Companys receipt of
financing.

The Merger Agreement also provides for certain mutual termination
rights of the Company and Whole Foods Market, including the right
of either party to terminate the Merger Agreement if the Merger
is not consummated by February15, 2018 (the Outside Date),
provided that the Outside Date may be extended one time for a
period of 90 days under certain circumstances. Either party may
also terminate the Merger Agreement if the Whole Foods Market
shareholder approval has not been obtained at a duly convened
meeting of Whole Foods Market shareholders or an order
permanently restraining, enjoining, or otherwise prohibiting
consummation of the Merger becomes final and non-appealable. In
addition, the Company may terminate the Merger Agreement if the
Whole Foods Market board of directors changes its recommendation
of the Merger prior to the Whole Foods Market shareholder
approval having been obtained.

Whole Foods Market will be obligated to pay a fee equal to
$400million (the Termination Fee) if the Merger Agreement is
terminated (i)by the Company because the Whole Foods Market board
of directors has changed its recommendation of the Merger prior
to the Whole Foods Market shareholder approval having been
obtained, or (ii)by Whole Foods Market if, prior to the time the
Whole Foods Market shareholder approval is obtained, Whole Foods
Market enters into an Alternative Acquisition Agreement (as
defined in the Merger Agreement) that provides for a Superior
Proposal. Whole Foods Market will also be required to pay the
Termination Fee in certain other circumstances if the Merger
Agreement is terminated and Whole Foods Market or any of its
subsidiaries enters into a definitive agreement with respect to,
or consummates, an Acquisition Proposal (as defined in the Merger
Agreement).

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The foregoing description of the Merger Agreement is qualified in
its entirety by the full text of the Merger Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated by reference
herein.

The Merger Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about the Company, Whole Foods
Market, or their respective subsidiaries or affiliates. The
representations, warranties, and covenants contained in the
Merger Agreement were made only for purposes of the Merger
Agreement and as of specific dates, were solely for the benefit
of the parties to the Merger Agreement, may be subject to
limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes
of allocating contractual risk between the parties to the Merger
Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors. Investors are not third-party beneficiaries under the
Merger Agreement and should not rely on the representations,
warranties, and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter
of representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not
be fully reflected in the Companys public disclosures.

Financing of the Merger

The Company expects to finance the Merger with debt financing,
which could include senior unsecured notes issued in capital
markets transactions, term loans, bridge loans, or any
combination thereof, together with cash on hand. In connection
with entering into the Merger Agreement, the Company has entered
into a commitment letter (the Commitment Letter), dated as of
June15, 2017, with Goldman Sachs Bank USA, Goldman Sachs Lending
Partners LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated,
and Bank of America, N.A. (collectively, the Commitment Parties),
to which, subject to the terms and conditions set forth therein,
the Commitment Parties have committed to provide a 364-day senior
unsecured bridge term loan facility in an aggregate principal
amount of up to $13.7billion (the Bridge Facility), to fund the
consideration for the Merger. Bridge Facility availability is
subject to reduction in equivalent amounts upon any incurrence by
the Company of term loans and/or the issuance of notes in a
public offering or private placement prior to the consummation of
the Merger and upon other specified events, subject to certain
exceptions set forth in the Commitment Letter. The funding of the
Bridge Facility provided for in the Commitment Letter is
contingent on the satisfaction of customary conditions, including
(i)the execution and delivery of definitive documentation with
respect to the Bridge Facility in accordance with the terms sets
forth in the Commitment Letter, and (ii)the consummation of the
Merger in accordance with the Merger Agreement.

The foregoing description of the Commitment Letter and the
transactions contemplated thereby is not complete and is subject
to, and qualified in its entirety by reference to, the Commitment
Letter, a copy of which is filed with this Current Report on Form
8-K as Exhibit 10.1 and the terms of which are incorporated
herein by reference.

FORWARD-LOOKING STATEMENTS.

The Companys statements related to the proposed merger with Whole
Foods Market contain forward-looking statements, including
statements regarding expected benefits of the merger, the timing
of the transaction, and financing of the transaction. 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: Whole
Foods Market shareholders may not approve the transaction; the
conditions to the completion of the transaction may not be
satisfied, or the regulatory approvals required for the
transaction may not be obtained on the terms expected, on the
anticipated schedule, or at all; long-term financing may not be
available on favorable terms, or at all; closing of the
transaction may not occur or may be delayed, either as a result
of litigation related to the transaction or otherwise; the
parties 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; the Company may assume unexpected risks
and liabilities; completing the merger may distract the Companys
management from other important matters; and the other factors
discussed in Risk Factors in the Companys Annual Report on
Form10-K for the fiscal year ended December31, 2016 and
subsequent filings with the SEC, which are available at
http://www.sec.gov. The Company assumes no obligation to
update the information in the 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.

ITEM7.01. REGULATION FD DISCLOSURE.

On June16, 2017, the Company and Whole Foods Market issued a
joint press release announcing they had entered into the Merger
Agreement. A copy of such joint press release is furnished
herewith as Exhibit 99.1.

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ITEM9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated: June16, 2017

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EXHIBIT INDEX

About AMAZON.COM, INC. (NASDAQ:AMZN)

Amazon.com, Inc. offers a range of products and services through its Websites. The Company’s products include merchandise and content that it purchases for resale from vendors and those offered by third-party sellers. The Company has three segments: North America, International and Amazon Web Services (AWS). The Company’s North America segment focuses on retail sales of consumer products from sellers and subscriptions, through its North America-focused Websites, such as www.amazon.com, www.amazon.ca and www.amazon.com.mx. The Company’s International segment includes export sales from its internationally focused Websites, including export sales from its sites to customers in the United States, Mexico and Canada. The Company’s AWS segment focuses on the sales of compute, storage, database and other AWS service offerings for start-ups, enterprises, government agencies and academic institutions. The Company offers Amazon Prime, which is an annual membership program.