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Whole Foods Market Announces Expiration and Results of Exchange Offer

AUSTIN, Texas, Oct. 25, 2016 (GLOBE NEWSWIRE) -- Whole Foods Market, Inc. (NASDAQ:WFM) (the “Company”) announced today the expiration and results of its offer to exchange (the “Exchange Offer”) its outstanding 5.200% Senior Notes due 2025 (the “Original Notes”) that were issued on December 3, 2015 in a private offering for new 5.200% senior notes due 2025 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”).

The Exchange Offer expired at 5:00 p.m., New York City time, on October 25, 2016. U.S. Bank National Association, the exchange agent for the Exchange Offer, has advised that an aggregate principal amount of approximately $990,496,000 of the Original Notes were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer. This represents approximately 99.05% of the aggregate principal amount of the Original Notes outstanding. All of the Original Notes validly tendered and not validly withdrawn have been accepted for exchange pursuant to the terms of the Exchange Offer. 

In connection with the sale of the Original Notes, the Company entered into a registration rights agreement in which it undertook to offer to exchange the Original Notes for the New Notes. Pursuant to an effective registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”), holders were eligible to exchange Original Notes for New Notes in an equal principal amount. The terms of the New Notes are identical in all material respects to the terms of the Original Notes and represent the same debt as the Original Notes except that the New Notes are registered under the Securities Act and do not contain restrictions on transfer or related provisions regarding additional interest, bear a different CUSIP number from the Original Notes and do not entitle their holders to registration rights. The Company expects that settlement of the exchange offer will occur on or about October 28, 2016.

This announcement is neither an offer to buy nor a solicitation of an offer to sell any of the Company’s securities. The Exchange Offer was made only pursuant to the Exchange Offer documents, which have been filed with the SEC and include the prospectus and letter of transmittal that were distributed to holders of Original Notes.

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 2015, the Company had sales of approximately $15 billion and has 456 stores in the United States, Canada, and the United Kingdom. Whole Foods Market employs approximately 87,000 team members and has been ranked for 19 consecutive years as one of the “100 Best Companies to Work For” in America by Fortune magazine. 

Disclaimer on Forward-looking Statements
Certain statements in this press release and from time to time in other filings with the Securities and Exchange Commission, news releases, reports, and other written and oral communications made by us and our representatives, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and include references to assumptions and relate to our future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that are based on the Company's current assumptions and involve risks and uncertainties that may cause our actual results to be materially different from such forward-looking statements and could materially adversely affect our business, financial conditions, operating results and cash flows. These forward-looking statements may include comments relating to, among other things, future earnings per share and the Company's intention to obtain additional debt in the near term and to make planned share repurchases, some of which are subject to risks and uncertainties relating to general business conditions, conditions in the credit and capital markets, changes in overall economic conditions that impact consumer spending, including fuel prices and housing market trends, the impact of competition and other factors which are often beyond the control of the Company, as well other risks listed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2015 and Quarterly Report on Form 10-Q for the third quarter ended July 3, 2016, and other risks and uncertainties not presently known to us or that we currently deem immaterial. We wish to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. We do not undertake any obligation to update forward-looking statements.

Investor Relations Contact:
Cindy McCann
VP of Investor Relations

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