Sullivan & Cromwell and Wachtell Advise on Amazon's Purchase of Whole Foods

Whole Foods – 95 East Houston
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Whole Foods Market, the iconic Austin-based grocery company that offers natural and organic foods, has agreed to be acquired by retailing powerhouse Amazon for about $13.7 billion in cash. Wachtell, Lipton, Rosen & Katz represents Whole Foods Market in the large transaction, while Seattle-based Amazon turned to Sullivan & Cromwell.

On Friday morning, Amazon and Whole Foods Market announced a definitive merger agreement calling for Amazon to acquire Whole Foods Market for $42 per share in the all-cash transaction that includes Whole Food’s net debt. The combination will give Amazon a big player in the grocery business, while Amazon will provide technology and online selling expertise to Whole Foods Market.

John Mackey, the Whole Foods Market co-founder and CEO, said in a statement that the transaction provides an opportunity to maximize value for shareholders and bring “the highest quality, experience, convenience and innovation” to customers.

Jeff Bezos, Amazon founder and CEO, said in a statement that customers love Whole Foods Market because it offers the best natural and organic foods, and Amazon wants to help the company continue to do an “amazing job.”

Whole Foods Market will continue to operate under its name with Mackey at the helm once the acquisition is complete, and its headquarters will remain in Austin, Texas’s capital. The transaction is expected to close during the second half of 2017, pending approval by Whole Foods Market’s shareholders, regulatory agencies and other customary closing conditions.

The Wachtell team for Whole Foods, all in New York, is led by corporate partners Daniel Neff, Trevor Norwitz and Sabastian Niles, along with associates Oliver Board, Alexander Whatley, Samson Mesele and Lauren Faraino. Others are executive compensation and benefits partner Michael Segal and associate Rohit Nafday and tax partner T. Eiko Stange and associate Rachel Reisberg.

At Sullivan & Cromwell, New York partner Krishna Veeraraghavan and Los Angeles partner Eric Krautheimer represent Amazon.

Weil, Gotshal & Manges is advising Goldman Sachs and Bank of America Merrill Lynch on a $13.7 billion committed bridge financing for the acquisition. Morgan Bale, a banking and finance partner in New York, leads the deal team. Others are banking and finance partner Heather Viets and associate Jacqueline Diaz, both of New York; capital markets partner Faiza Rahman and associates Meera Sitaram, Melanie Walker and Jonathan Goltser, all of New York; M&A partner Raymond Gietz of New York; regulatory associate Timothy Welch of Washington, D.C.; and tax partner William Horton of New York and associate William Dong of Dallas.

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