AMAZON COM INC 8-K

What Happened

• Amazon.com, Inc. announced on June 8, 2026 that it entered into a Delayed Draw Term Loan (DDTL) Credit Agreement with Citibank N.A., as administrative agent, and participating lenders. The DDTL Facility provides $17.5 billion of senior unsecured delayed-draw term loan commitments to the company, and the commitments expire September 30, 2026 if not fully borrowed beforehand. Loans borrowed under the facility will mature three years after the date they are drawn.

Key Details

• Facility size: $17.5 billion senior unsecured delayed-draw term loan.
• Commitment expiry: September 30, 2026 (unless fully borrowed earlier).
• Maturity: three years from each draw date.
• Interest options and margins: either Alternate Base Rate + 0% margin, or Term SOFR + margin ranging 0.625%–0.875% (margin tied to Amazon’s credit ratings).
• Prepayment: optional prepayment or permanent reduction of commitments allowed without premium (except customary breakage costs); amounts prepaid cannot be reborrowed.
• Covenants/defaults: contains customary reps, covenants and events of default but does not include financial covenants; unpaid amounts may be accelerated on uncured defaults.

Why It Matters

• This facility gives Amazon substantial committed liquidity ($17.5B) for general corporate purposes, improving short- to medium-term funding flexibility without immediate draws. The absence of financial covenants reduces the risk of covenant-related default triggers. Interest margins indicate relatively low incremental borrowing cost (subject to market rates and the company’s credit ratings). Investors should note the commitment expiration (Sept 30, 2026) and that prepaid amounts cannot be reborrowed, which affects how Amazon can manage and redeploy this capacity.