Form FWP AMAZON COM INC Filed by: AMAZON COM INC
Final Term Sheet Dated April 11, 2022 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 relating to the Preliminary Prospectus Supplement dated April 11, 2022 and Prospectus dated June 1, 2020 Registration Statement No. 333-238831 |
Amazon.com, Inc.
2.730% Notes due 2024
3.000% Notes due 2025
3.300% Notes due 2027
3.450% Notes due 2029
3.600% Notes due 2032
3.950% Notes due 2052
4.100% Notes due 2062
Pricing Term Sheet
Issuer: | Amazon.com, Inc. (the Issuer) | |
Title: | 2.730% Notes due 2024 (the 2024 Notes) 3.000% Notes due 2025 (the 2025 Notes) 3.300% Notes due 2027 (the 2027 Notes) 3.450% Notes due 2029 (the 2029 Notes) 3.600% Notes due 2032 (the 2032 Notes) 3.950% Notes due 2052 (the 2052 Notes) 4.100% Notes due 2062 (the 2062 Notes) | |
Security Type: | SEC registered | |
Ratings*: | A1 by Moodys Investor Service, Inc. AA by Standard & Poors Ratings Services AA- by Fitch Ratings Inc. | |
Size: | 2024 Notes: $1,500,000,000 2025 Notes: $1,500,000,000 2027 Notes: $2,000,000,000 2029 Notes: $1,500,000,000 2032 Notes: $2,500,000,000 2052 Notes: $2,500,000,000 2062 Notes: $1,250,000,000 |
Maturity Date: | 2024 Notes: April 13, 2024 2025 Notes: April 13, 2025 2027 Notes: April 13, 2027 2029 Notes: April 13, 2029 2032 Notes: April 13, 2032 2052 Notes: April 13, 2052 2062 Notes: April 13, 2062 | |
Trade Date: | April 11, 2022 | |
Settlement Date: | April 13, 2022 | |
Coupon (Interest Rate): | 2024 Notes: 2.730% per annum, accruing from April 13, 2022 2025 Notes: 3.000% per annum, accruing from April 13, 2022 2027 Notes: 3.300% per annum, accruing from April 13, 2022 2029 Notes: 3.450% per annum, accruing from April 13, 2022 2032 Notes: 3.600% per annum, accruing from April 13, 2022 2052 Notes: 3.950% per annum, accruing from April 13, 2022 2062 Notes: 4.100% per annum, accruing from April 13, 2022 | |
Yield to Maturity: | 2024 Notes: 2.730% 2025 Notes: 3.056% 2027 Notes: 3.345% 2029 Notes: 3.485% 2032 Notes: 3.622% 2052 Notes: 3.974% 2062 Notes: 4.124% | |
Spread to Benchmark Treasury: | 2024 Notes: T + 22 bps 2025 Notes: T + 32 bps 2027 Notes: T + 55 bps 2029 Notes: T + 65 bps 2032 Notes: T + 85 bps 2052 Notes: T + 115 bps 2062 Notes: T + 130 bps | |
Benchmark Treasury: | 2024 Notes: 2.250% due March 31, 2024 2025 Notes: 1.750% due March 15, 2025 2027 Notes: 2.500% due March 31, 2027 2029 Notes: 2.375% due March 31, 2029 2032 Notes: 1.875% due February 15, 2032 2052 Notes: 1.875% due November 15, 2051 2062 Notes: 1.875% due November 15, 2051 | |
Benchmark Treasury Yield: | 2024 Notes: 2.510% 2025 Notes: 2.736% 2027 Notes: 2.795% 2029 Notes: 2.835% 2032 Notes: 2.772% 2052 Notes: 2.824% 2062 Notes: 2.824% |
Interest Payment Dates: | April 13 and October 13 of each year, beginning October 13, 2022 | |
Optional Redemption: | The notes of each series may be redeemed in whole at any time or in part from time to time (i) prior to the applicable Par Call Date (as set forth below) or (ii) in the case of the 2024 Notes and the 2025 Notes, at any time prior to maturity, at the Issuers option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming such notes matured on the applicable Par Call Date or, in the case of the 2024 Notes and the 2025 Notes, on the applicable maturity date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 5.0 basis points in the case of the 2024 Notes, plus 5.0 basis points in the case of the 2025 Notes, plus 10.0 basis points in the case of the 2027 Notes, plus 12.5 basis points in the case of the 2029 Notes, plus 15.0 basis points in the case of the 2032 Notes, plus 20.0 basis points in the case of the 2052 Notes, and plus 20.0 basis points in the case of the 2062 notes less (b) interest accrued and unpaid thereon to the redemption date, and
(2) 100% of the principal amount of the notes of the applicable series to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the applicable Par Call Date, the Issuer may redeem the 2027 Notes, the 2029 Notes, the 2032 Notes, the 2052 Notes, and the 2062 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date. | |
Par Call Date: | 2027 Notes: March 13, 2027 (1 month prior to the maturity date of the 2027 Notes) 2029 Notes: February 13, 2029 (2 months prior to the maturity date of the 2029 Notes) 2032 Notes: January 13, 2032 (3 months prior to the maturity date of the 2032 Notes) 2052 Notes: October 13, 2051 (6 months prior to the maturity date of the 2052 Notes) 2062 Notes: October 13, 2061 (6 months prior to the maturity date of the 2062 Notes) | |
Price to Public: | 2024 Notes: 100.000% of the principal amount, plus accrued interest, if any 2025 Notes: 99.841% of the principal amount, plus accrued interest, if any 2027 Notes: 99.794% of the principal amount, plus accrued interest, if any 2029 Notes: 99.784% of the principal amount, plus accrued interest, if any 2032 Notes: 99.817% of the principal amount, plus accrued interest, if any 2052 Notes: 99.582% of the principal amount, plus accrued interest, if any 2062 Notes: 99.532% of the principal amount, plus accrued interest, if any |
CUSIP/ ISIN: | 2024 Notes: 023135 CD6/US023135CD60 2025 Notes: 023135 CE4/US023135CE44 2027 Notes: 023135 CF1/US023135CF19 2029 Notes: 023135 CG9/US023135CG91 2032 Notes: 023135 CH7/US023135CH74 2052 Notes: 023135 CJ3/US023135CJ31 2062 Notes: 023135 CK0/US023135CK04 | |
Joint Book-Running Managers: | Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC BofA Securities, Inc. Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. SG Americas Securities, LLC Wells Fargo Securities, LLC | |
Co-Managers: | Academy Securities, Inc. Drexel Hamilton, LLC R. Seelaus & Co., LLC Siebert Williams Shank & Co., LLC Loop Capital Markets LLC Samuel A. Ramirez & Company, Inc. AmeriVet Securities Cabrera Capital Markets LLC | |
Incorporation by Reference: | In addition to the documents listed in the Preliminary Prospectus Supplement under Information Incorporated by Reference, the Issuer incorporates the following document by reference herein and in the Registration Statement:
Current Report on Form 8-K filed with the SEC on March 9, 2022. |
* | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization at any time. Each rating should be evaluated independently of any other rating. |
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request them by contacting Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; J.P. Morgan Securities LLC collect at 1-212-834-4533; or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
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