, Inc. Exchange Offer and Consent Solicitation

Davis Polk advised the dealer manager in connection with the registered offer by, Inc. to exchange $1 billion aggregate principal amount of 5.200% senior notes of Whole Foods Market, Inc., a wholly owned subsidiary of Amazon, for an aggregate amount of up to $1 billion of newly issued debt securities of Amazon, along with a related consent solicitation to amend the indenture governing the Whole Foods Notes.

The Davis Polk corporate team included partner Alan F. Denenberg, counsel Jeffrey Gould and associates Tyler P. Pender and Benson Richards. Partner Rachel D. Kleinberg and associate Alexander J. Hendin provided tax advice. Counsel Michelle Ontiveros Gross and associate Jason J. Bang provided intellectual property and technology advice. Associate Jennifer Lin Ricci provided 1940 Act advice. Members of the Davis Polk team are based in the Northern California and New York offices.