NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR
TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED
BY THE COMPANY, THE DEALER-MANAGERS AND THE INFORMATION AGENT TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.
Wal-Mart Stores, Inc. (NYSE: WMT) (“Walmart” or the “Company”)
announced today results as of the Early Participation Date (as
defined below) for its previously announced offer to purchase the
Company’s 6.500% Notes due 2037, 6.200% Notes due 2038, 5.625%
Notes due 2040 and 5.625% Notes due 2041 (collectively, the “Dollar
Securities”) (such offer to purchase, the “Dollar Tender Offer”)
and its previously announced offer to purchase the Company’s 4.875%
Notes due 2039, 5.250% Notes due 2035 and 5.750% Notes due 2030
(collectively, the “Sterling Securities”) (such offer to purchase,
the “Sterling Tender Offer” and together with the Dollar Tender
Offer, the “Tender Offers”). Each Tender Offer will expire at 11:59
p.m., New York City time, on July 13, 2017, unless, subject to
applicable law, such deadline is extended by the Company in respect
of one or both of the Tender Offers, in each case, in the Company’s
sole and absolute discretion (such date and time, as the same may
be extended in respect of one or both Tender Offers, the
“Expiration Date”).
As previously announced, the Early Participation Date for the
Tender Offers was 5:00 p.m., New York City time, on June 28, 2017,
unless extended (the “Early Participation Date”). The Early
Participation Date was not extended, and the withdrawal rights for
each Tender Offer expired at 5:00 p.m., New York City time, on June
28, 2017. Subject to the satisfaction or waiver of the conditions
to the Tender Offers, the Early Payment Date for each Tender Offer
will be promptly following the Early Participation Date and is
expected to be on or about July 6, 2017.
Each of the Tender Offers is made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated June 15,
2017 (as it may be amended or supplemented from time to time, the
“Offer to Purchase”) and in the related Letter of Transmittal (as
it may be amended or supplemented from time to time, the “Letter of
Transmittal” and, together with the Offer to Purchase, the “Offer
Documents”). Consummation of each Tender Offer is subject to
certain conditions as described in the Offer to Purchase. Copies of
the Offer Documents are available from the Information Agent as set
forth below. Capitalized terms used in this announcement but not
defined herein have the meanings given to them in the Offer to
Purchase.
Subject to the satisfaction or waiver of the conditions to the
Dollar Tender Offer, the Company intends to accept for purchase
Dollar Securities validly tendered in the Dollar Tender Offer and
not validly withdrawn at or prior to the Early Participation Date
for an aggregate Total Consideration equal to the Maximum Dollar
Amount of $2,000,000,000. Because the aggregate Total Consideration
payable for all of the Dollar Securities validly tendered in the
Dollar Tender Offer and not validly withdrawn at or prior to the
Early Participation Date would exceed the Maximum Dollar Amount,
the Company expects that it will accept all of the 6.500% Notes due
2037 tendered (Acceptance Priority Level 1), the 6.200% Notes due
2038 tendered (Acceptance Priority Level 2) on a prorated basis in
accordance with the Offer to Purchase, and none of the 5.625% Notes
due 2040 or the 5.625% Notes due 2041 tendered (Acceptance Priority
Levels 3 and 4, respectively).
Subject to the satisfaction or waiver of the conditions to the
Sterling Tender Offer, the Company intends to accept for purchase
Sterling Securities validly tendered in the Sterling Tender Offer
and not validly withdrawn at or prior to the Early Participation
Date for an aggregate Total Consideration equal to the Maximum
Sterling Amount of £500,000,000. Because the aggregate Total
Consideration payable for all of the Sterling Securities validly
tendered in the Sterling Tender Offer and not validly withdrawn at
or prior to the Early Participation Date would exceed the Maximum
Sterling Amount, the Company expects that it will accept the 4.875%
Notes due 2039 tendered (Acceptance Priority Level 1) on a prorated
basis in accordance with the Offer to Purchase, and none of the
5.250% Notes due 2035 or the 5.750% Notes due 2030 tendered
(Acceptance Priority Levels 2 and 3, respectively).
The applicable “Reference Yield” and resulting “Total
Consideration” payable per $1,000 principal amount for each series
of Dollar Securities expected to be purchased in the Dollar Tender
Offer will be determined with respect to such series of Dollar
Securities, and the applicable “Reference Yield” and resulting
“Total Consideration” payable per £1,000 principal amount for the
series of Sterling Securities expected to be purchased in the
Sterling Tender Offer will be determined with respect to such
series of Sterling Securities, at 10:00 a.m., New York City time,
today. See the Offer to Purchase for additional information.
The aggregate principal amount of the 6.500% Notes due 2037 and
the 6.200% Notes due 2038 that were validly tendered and not
validly withdrawn in the Dollar Tender Offer at or prior to the
Early Participation Date is set forth in Table I below.
TABLE I
Title of Security
Security Identifiers
ApplicableMaturity Date
PrincipalAmountOutstanding(millions)
AcceptancePriority Level
Aggregate PrincipalAmount
Tenderedas of the Early Participation Date
Percent of AmountOutstanding
Tendered as of theEarly Participation Date
6.500% Notesdue 2037 CUSIP: 931142 CK7
ISIN US931142CK74
August 15, 2037 $3,000 1
$1,238,099,000 41.27% 6.200% Notesdue 2038 CUSIP:
931142 CM3
ISIN: US931142CM31
April 15, 2038 $2,000 2
$852,232,000 42.61%
The aggregate principal amount of the 4.875% Notes due 2039 that
were validly tendered and not validly withdrawn in the Sterling
Tender Offer at or prior to the Early Participation Date is set
forth in Table II below.
TABLE II Title of Security Security
Identifiers
ApplicableMaturity Date
Principal
AmountOutstanding(millions)
AcceptancePriority Level
Aggregate PrincipalAmount
Tenderedas of the Early Participation Date
Percent of AmountOutstanding
Tenderedas of theEarly Participation Date
4.875% Notesdue 2039* ISIN: XS0279211832 January 19,
2039 £1,000 1 £418,842,000
41.88%
* Admitted to trading on the Main Securities Market of the Irish
Stock Exchange.
Copies of all announcements, press releases and notices can also
be obtained from the Information Agent, the contact details for
whom are set out below. Significant delays may be experienced where
notices are delivered to the Clearing Systems and holders are urged
to contact the Information Agent for the relevant announcements
relating to the Tender Offers.
______________________________
Holders are advised to read carefully the Offer Documents for
full details of and information on the procedures for participating
in the Tender Offers.
Barclays Capital Inc. (“Barclays”), J.P. Morgan Securities LLC
(“J.P. Morgan”) and Mizuho Securities USA LLC (“Mizuho”) are acting
as joint lead dealer-managers (the “Joint Lead Dealer-Managers”),
BNP Paribas Securities Corp., Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC are acting as senior
co-dealer-managers (the “Senior Co-Dealer-Managers”) and BBVA
Securities Inc., RBS Securities Inc. (marketing name “NatWest
Markets”) and Santander Investment Securities Inc. are acting as
co-dealer managers (collectively, with the Joint Lead
Dealer-Managers and the Senior Co-Dealer-Managers, the
“Dealer-Managers”) in connection with the Tender Offers. Global
Bondholder Services Corporation is acting as information agent (the
“Information Agent”) and depositary (the “Depositary”) in
connection with the Tender Offers.
Questions and requests for assistance in
connection with the Tender Offers may be directed to Barclays, J.P.
Morgan, Mizuho (or their respective affiliates) or the Information
Agent at their addresses and telephone numbers set forth below:
Barclays Capital Inc.
745 Seventh Avenue, 5th FloorNew York, New
York 10019Attn: Liability Management GroupCollect: (212)
528-7581U.S. Toll Free: (800)
438-3242Liability.management@barclays.com
J.P. Morgan Securities LLC
383 Madison AvenueNew York, New York
10179Attn: Liability Management GroupCollect: (212) 834-4811U.S.
Toll Free: (866) 834-4666
Mizuho Securities USA LLC
320 Park Avenue, 11th FloorNew York, New
York 10022Attn: Liability Management GroupCollect: (212)
205-7736U.S. Toll Free: (866) 271-7403
Barclays Bank PLC
5 The North ColonnadeCanary Wharf, London,
E14 4BBAttn: Liability Management GroupPhone: +44 (0)
203-134-8515
J.P. Morgan Securities plc25 Bank
Street, Canary WharfLondon, E14 5JPAttn: Liability Management
GroupPhone: +44 (0) 207-134-2468
Mizuho International plcMizuho
House30 Old BaileyLondon, EC4M 7AUAttn: Liability Management
GroupPhone: +44 (0) 207-090-6929
Questions and requests for assistance in
connection with the delivery of Tender Instructions may be directed
to the Information Agent.
Global Bondholder Services
Corporation
65 Broadway, Suite 404 New York, New York 10006 Attention:
Corporate Actions
Email: contact@gbsc-usa.com
http://www.gbsc-usa.com/Wal-Mart/
Banks and Brokers call: (212) 430-3774 U.S. Toll Free: (866)
924-2200 International call: 001-212-430-3774
DISCLAIMER This announcement must be read in conjunction
with the Offer Documents. This announcement and the Offer Documents
contain important information which should be read carefully before
any decision is made with respect to either of the Tender Offers.
If you are in any doubt as to the contents of this announcement or
the Offer Documents or the action you should take, you are
recommended to seek your own financial and legal advice, including
as to any tax consequences, immediately from your broker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Securities are held
on its behalf by a broker, dealer, bank, custodian, trust company
or other nominee or intermediary must contact such entity if it
wishes to participate in either of the Tender Offers. None of the
Dealer-Managers, the Information Agent, the Depositary or the
Company makes any recommendation as to whether holders should
tender their Securities for purchase pursuant to either of the
Tender Offers.
None of the Dealer-Managers, the Information Agent, the
Depositary or any of their respective directors, officers,
employees, agents or affiliates assumes any responsibility for the
accuracy or completeness of the information concerning the Company,
the Securities or the Tender Offers contained in this announcement
or in the Offer Documents. None of the Dealer-Managers, the
Information Agent, the Depositary or any of their respective
directors, officers, employees, agents or affiliates is acting for
any holder, or will be responsible to any holder for providing any
protections which would be afforded to its clients or for providing
advice in relation to either of the Tender Offers, and accordingly
none of the Dealer-Managers, the Information Agent, the Depositary
or any of their respective directors, officers, employees, agents
or affiliates assumes any responsibility for any failure by the
Company to disclose information with regard to the Company or
Securities which is material in the context of either of the Tender
Offers and which is not otherwise publicly available.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Offer to Purchase constitutes
an offer or an invitation to participate in a Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer Documents in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer Documents comes are required by each of
the Company, the Dealer-Managers, the Information Agent and the
Depositary to inform themselves about and to observe any such
restrictions.
United Kingdom
The communication of this announcement, the Offer Documents and
any other documents or materials relating to the Tender Offers is
not being made by, and such documents and/or materials have not
been approved by, an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000, as amended.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”)), or persons who are within Article 43 of the
Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order
(such persons together being “Relevant Persons”).
Ireland
The Tender Offers are not being made, directly or indirectly, to
the public in Ireland and no offers, issuances, placements or sales
of any notes or securities under or in connection with the Tender
Offers may be effected and the Offer Documents may not be
distributed in Ireland except in conformity with the provisions of
Irish law including (i) the Companies Act 2014 (as amended, the
“Companies Act”), (ii) the Prospectus (Directive 2003/71/EC)
Regulations 2005 (as amended) and any rules issued under Section
1363 of the Companies Act by the Central Bank of Ireland (the
“Central Bank”), (iii) the European Communities (Markets in
Financial Instruments) Regulations 2007 (Nos 1 to 3) (as amended,
the “MiFID Regulations”), including, without limitation,
Regulations 7 (Authorisation) and 152 (Restrictions on Advertising)
thereof or any codes of conduct made under the MiFID Regulations,
and the provisions of the Investor Compensation Act 1998 (as
amended), (iv) the Market Abuse Regulation (EU 596/2014) and any
rules and guidance issued by the Central Bank under Section 1370 of
the Companies Act, and (v) the Central Bank Acts 1942 to 2015 and
any codes of conduct rules made under Section 117(1) of the Central
Bank Act 1989 (as amended).
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. Neither this announcement, the Offer to
Purchase nor any other documents or marketing, or offering
materials relating to the Tender Offers, has been or shall be
distributed or caused to be distributed to the public in France and
only (i) qualified investors (investisseurs qualifiés) acting for
their own account, other than individuals, and/or (ii) providers of
the investment service of portfolio management for the account of
third parties (personnes fournissant le service d’investissement de
gestion de portefeuille pour le compte de tiers) all as defined in,
and in accordance with, Articles L.411-1, L.411-2, L.744-1,
L.754-1, L.764-1, D.411-1, D.744-1, D.754-1 and D.764-1 of the
French Code monétaire et financier, are eligible to participate in
the Tender Offers. This Offer to Purchase has not been submitted to
the clearance procedures (visa) of the Autorité des marchés
financiers.
Belgium
The Tender Offers do not constitute a public offering within the
meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Takeover
Law. The Tender Offers are exclusively conducted under applicable
private placement exemptions and have therefore not been, and will
not be, notified to, and neither this announcement, the Offer to
Purchase nor any other document or material relating to the Tender
Offers has been, or will be, approved by the Belgian Financial
Services and Markets Authority (Autorité des Services et Marchés
Financiers/Autoriteit voor Financiële Diensten en Markten).
Accordingly, the Tender Offers, this announcement, the Offer to
Purchase, any memorandum, information circular, brochure or any
similar documents relating to the Tender Offers may not be
advertised, offered, distributed, or made available, directly or
indirectly, to any person located and/or resident in Belgium other
than to persons who qualify as “Qualified Investors” in the meaning
of Article 10, §1, of the Belgian Prospectus Law, as referred to in
Article 6, §3, 1° of the Belgian Takeover Law, and who is acting
for its own account (and without prejudice to the application of
Article 6, §4 of the Belgian Takeover Law), or in other
circumstances which do not constitute a public offering in Belgium
pursuant to the Belgian Takeover Law. The Offer to Purchase has
been issued only for the personal use of the above Qualified
Investors and exclusively for the purpose of the Tender Offers.
Accordingly, the information contained therein may not be used for
any other purpose or disclosed to any other person in Belgium
(without prejudice to the application of Article 6, §4 of the
Belgian Takeover Law).
Luxembourg
The terms and conditions relating to this announcement, the
Offer Documents and any other documents or materials relating to
the Tender Offers have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services
Authority (Commission de Surveillance du Secteur Financier) for
purposes of public offering in the Grand Duchy of Luxembourg
(“Luxembourg”). Accordingly, the Tender Offers may not be made to
the public in Luxembourg, directly or indirectly, and none of this
announcement, the Offer Documents or any other documents or
materials relating to the Tender Offers or any other prospectus,
form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published
in, Luxembourg except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus
requirements, in accordance with the Luxembourg law of July 10,
2005 on prospectuses for securities, as amended.
Italy
Neither of the Tender Offers, the Offer to Purchase nor any
other documents or materials relating to the Tender Offers has been
or will be submitted to the clearance procedure of the CONSOB,
pursuant to applicable Italian laws and regulations.
The Tender Offers are being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Financial
Services Act and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Securities that are a
resident of and/or located in Italy can tender the Securities for
purchase through authorized persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended,
and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations and
with any requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities, the Tender Offers and/or the Offer
to Purchase.
Switzerland
Neither this announcement, the Offer Documents, any other
documents or materials relating to the Tender Offers nor any other
offering or marketing material relating to the Securities
constitutes a prospectus as such term is understood pursuant to
Article 652a or Article 1156 of the Swiss Federal Code of
Obligations or a listing prospectus within the meaning of the
listing rules of the SIX Swiss Exchange. Accordingly, the investor
protection rules otherwise applicable to investors in Switzerland
do not apply to the Tender Offers. When in doubt, investors based
in Switzerland are recommended to contact their legal, financial or
tax adviser with respect to the Tender Offers.
Spain
Neither the Tender Offers nor any other documents or materials
relating to the Tender Offers have been or will be submitted for
approval of or recognition by the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores) as the Tender
Offers are not subject to such approval or recognition given that
it is not being made in the Kingdom of Spain by way of a public
offering of securities in accordance with article 35 of the
Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de
octubre, por el que se aprueba el texto refundido de la Ley del
Mercado de Valores), as amended and restated, or pursuant to an
exemption from registration in accordance with Royal Decree
1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre,
por el que se desarrolla parcialmente la Ley 24/1988, de 28 de
julio, del Mercado de Valores, en materia de admisión a negociación
de valores en mercados secundarios oficiales, de ofertas públicas
de venta o suscripción y del folleto exigible a tales efectos), and
any regulations developing it which may be in force from time to
time.
The Netherlands
The Tender Offers are not being made, directly or indirectly, to
the public in The Netherlands. Neither this announcement, the Offer
to Purchase nor any other document or material relating to the
Tender Offers has been or shall be distributed to the public in The
Netherlands and only (i) persons or entities which are qualified
investors (gekwalificeerde beleggers) (as defined in the Dutch
Financial Supervision Act (Wet op het financieel toezicht), as
amended) in the Netherlands, (ii) standard logo and exemption
wording is disclosed, as required by article 5:20(5) of the Dutch
Financial Supervision Act (Wet op het financieel toezicht), or such
offer is otherwise made in circumstances in which article 5:20(5)
of the FSA is not applicable are eligible to participate in the
Tender Offers.
Germany
Neither the Tender Offers nor the Offer to Purchase constitutes
an offer of securities or the solicitation of an offer of
securities to the public in Germany under the Securities Prospectus
Act (Wertpapierprospektgesetz). Accordingly, the Offer to Purchase
has not been submitted for approval and has not been approved by
the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht - BaFin) or any other German
public authority.
General
Neither this announcement, the Offer Documents nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities for purchase pursuant to the Tender Offers will not be
accepted from holders) in any circumstances in which such offer or
solicitation is unlawful. The Company is not aware of any
jurisdiction where the making of one or both of the Tender Offers
is not in compliance with the laws of such jurisdiction. If the
Company becomes aware of any jurisdiction where the making of the
Tender Offers would not be in compliance with such laws, the
Company will make a good faith effort to comply with any such laws
or may seek to have such laws declared inapplicable to such Tender
Offers. If, after such good faith effort, the Company cannot comply
with any such applicable laws, the Tender Offers will not be made
to the holders of Securities residing in each such
jurisdiction.
In any jurisdictions where the securities, blue sky or other
laws require the Tender Offers to be made by a licensed broker or
dealer and any of the Dealer-Managers or, where the context so
requires, their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Tender Offers shall be deemed
to be made on behalf of the Company by such Dealer-Manager or such
affiliate (as the case may be) in such jurisdiction.
By tendering your securities, or instructing your custodian to
tender your securities, pursuant to a Tender Offer, you are
representing and warranting that you are not a person to whom it is
unlawful to make an invitation to tender pursuant to such Tender
Offer under applicable law, and you have observed (and will
observe) all laws of relevant jurisdictions in connection with your
tender. Each holder participating in a Tender Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Offer to Purchase
under the heading “The Tender Offers—Procedures for Tendering
Securities.” If you are unable to make these representations, your
tender of Securities for purchase may be rejected. Each of the
Company, the Dealer-Managers and the Information Agent reserves the
right, in their absolute discretion, to investigate, in relation to
any tender of Securities for purchase pursuant to a Tender Offer,
whether any such representation given by a holder is correct and,
if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not
correct, such tender or submission may be rejected.
About Walmart
Wal-Mart Stores, Inc. (NYSE: WMT) helps people around the world
save money and live better - anytime and anywhere - in retail
stores, online, and through their mobile devices. Each week, over
260 million customers and members visit our 11,700 stores under 59
banners in 28 countries and e-commerce websites in 11 countries.
With fiscal year 2017 revenue of $485.9 billion, Walmart employs
approximately 2.3 million associates worldwide. Walmart continues
to be a leader in sustainability, corporate philanthropy and
employment opportunity.
Forward-Looking Statements
This press release contains a number of forward-looking
statements. Words, and variations of words, such as “will,”
“expect,” “may,” “estimate,” “deliver” and “target” and similar
expressions are intended to identify the Company's forward-looking
statements, including, but not limited to, statements about the
expected timing, size or other terms of the Tender Offers and the
Company's ability to complete the Tender Offers. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company's control,
which could cause the Company's actual results to differ materially
from those indicated in the Company's forward-looking statements.
Please see the Cautionary Statement Regarding Forward-Looking
Statements in the Offer to Purchase, as well as the Company's risk
factors, as they may be amended from time to time, set forth in its
filings with the U.S. Securities and Exchange Commission, including
the Company's most recently filed Annual Report on Form 10-K.
Wal-Mart Stores, Inc. disclaims and does not undertake any
obligation to update or revise any forward-looking statement in
this press release, except as required by applicable law or
regulation.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170629005666/en/
Wal-Mart Stores, Inc.Media Relations ContactRandy Hargrove,
800-331-0085orInvestor Relations ContactSteve Schmitt,
479-258-7172
Walmart (NYSE:WMT)
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