Whole accepted less

Grocer sought more than Amazon’s $13.7B

Whole Foods CEO John Mackey may have said the company’s first meeting with Amazon was “love at first sight” — but regulatory filings on Friday paint a more complicated picture.

In the weeks leading up to Amazon’s $13.7 billion allcash deal for Whole Foods — announced on June 16 — the two companies quibbled on price, with Whole Foods seeking $45 a share before quickly agreeing to Amazon’s “best and final offer” of $42.

The blow-by-blow account was laid out in diarylike fashion by Whole Foods in the filing with the Securities and Exchange Commission.

Throughout the process, Amazon worried about “leaks” and competing against other bidders.

Whole Foods approached Amazon in April about a “potential strategic transaction” — just one week after activist hedge fund Jana Partners announced an 8.8 percent stake in the highend grocer — pushing for a board overhaul and possible sale.

Mackey, in a town hall meeting on the day the deal was announced, said the late April meeting with Am- azon was “love at first sight.”

But when Amazon’s first bid of $41 a share for Whole Foods arrived on May 23, roughly a month after the two companies began talking, the grocer, advised by Evercore Group, certainly didn’t act smitten.

The two spent a week crafting the best response.

On May 30, Whole Foods counter-proposed $45 a share. In the SEC filing, it said it received inquiries from two other parties and four private equity firms.

Amazon, advised by Goldman Sachs, was swift in its response — expressing “disappointment” in Whole Foods’ sweetened proposal.

Goldman called Amazon’s $41 offer “very strong.”

Two days later, on June 1, the Goldman Sachs team, led by Cosmo Roe, Dave Eisman and Colin Ryan, offered $42, saying that would be Amazon’s “best and final offer.”

Amazon, Goldman said, had other opportunities to entertain. In other words, take it or leave it.

That very day the grocery chain buckled, accepting the $42 offer, which represented a 27 percent premium to Whole Foods’ share price the day before the deal was announced.

Not a bad price, but also roughly $1 billion below the $14.7 billion Whole Foods sought.

Reps for Goldman Sachs and Evercore declined to comment. Amazon did not respond to requests to comment.