Item 8.01. Other Events.
Walmart Inc., a Delaware corporation (the “Company”), and AmeriVet Securities, Inc., BofA Securities, Inc., Citigroup Global Markets Inc., C.L. King & Associates, Inc., Morgan Stanley & Co. LLC, Samuel A. Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC, acting for themselves and as representatives of the other several underwriters named in Schedule I to the Green Bond Pricing Agreement (as defined below) (collectively, the “Green Bond Underwriters”), have entered into a Pricing Agreement, dated September 8, 2021 (the “Green Bond Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Green Bond Underwriters, and the Green Bond Underwriters have agreed to purchase from the Company, $2,000,000,000 aggregate principal amount of the Company’s 1.800% Notes Due 2031 (the “2031 Notes” or the “Green Notes”). The Green Bond Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated September 8, 2021, between the Company and the Green Bond Underwriters (the Green Bond Pricing Agreement, together with such Underwriting Agreement, the “Green Bond Agreement”). The Company and the Green Bond Underwriters expect to consummate the sale and purchase of the Green Notes pursuant to the Green Bond Agreement on September 22, 2021.
The Company and Citigroup Global Markets Inc., Mizuho Securities USA LLC, Wells Fargo Securities, LLC, BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, acting for themselves and as representatives of the other several underwriters named in Schedule I to the New Issue Pricing Agreement (as defined below) (collectively, the “New Issue Underwriters” and, together with the Green Bond Underwriters, the “Underwriters”), have entered into a Pricing Agreement, dated September 8, 2021 (the “New Issue Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the New Issue Underwriters, and the New Issue Underwriters have agreed to purchase from the Company, $1,250,000,000 aggregate principal amount of the Company’s 1.050% Notes Due 2026 (the “2026 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 1.500% Notes Due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of the Company’s 2.500% Notes Due 2041 (the “2041 Notes”) and $1,500,000,000 aggregate principal amount of the Company’s 2.650% Notes Due 2051 (the “2051 Notes” and, together with the 2026 Notes, the 2028 Notes and the 2041 Notes, the “New Issue Notes” and, collectively with the Green Notes, the “Notes”). The New Issue Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated September 8, 2021, between the Company and the New Issue Underwriters (the New Issue Pricing Agreement, together with such Underwriting Agreement, the “New Issue Agreement”). Pursuant to the New Issue Agreement, the Company and the New Issue Underwriters expect to consummate the sale and purchase of the 2026 Notes on September 17, 2021 and to consummate the sale and purchase of the 2028 Notes, the 2041 Notes and the 2051 Notes on September 22, 2021.
The 2026 Notes will be sold to the public at a price equal to 99.811% of the aggregate principal amount of the 2026 Notes. The net proceeds to the Company from the sale of the 2026 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2026 Notes, will be $1,243,262,500.
The 2028 Notes will be sold to the public at a price equal to 99.894% of the aggregate principal amount of the 2028 Notes. The net proceeds to the Company from the sale of the 2028 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2028 Notes, will be $1,243,675,000.
The 2031 Notes will be sold to the public at a price equal to 99.645% of the aggregate principal amount of the 2031 Notes. The net proceeds to the Company from the sale of the 2031 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2031 Notes, will be $1,983,900,000.
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