Wal-Mart Stores, Inc. (NYSE: WMT) (“Walmart,” the “Company,”
“we” or “us”) announced today that it has commenced a cash tender
offer for up to $8,500,000,000 aggregate purchase price, including
principal, premium and the Early Participation Amount (as defined
below), but excluding Accrued Interest (as defined below) (the
“Maximum Amount”), of the debt securities listed in Table I below
(collectively, the “Securities”) (such offer to purchase, the
“Tender Offer”), plus accrued and unpaid interest on the applicable
series of Securities from, and including, the most recent interest
payment date for such series of Securities prior to the applicable
Payment Date (as defined below) to, but not including, the
applicable Payment Date (“Accrued Interest”). The Maximum Amount
will not be subject to amendment by Walmart.
The Tender Offer is made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 6, 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”).
Capitalized terms used in this announcement but not defined have
the meanings given to them in the Offer to Purchase.
TABLE I: SECURITIES SUBJECT TO THE TENDER OFFER
Title ofSecurity
Security Identifiers
ApplicableMaturity Date /
Par Call Date
PrincipalAmountOutstanding(millions)
AcceptancePriorityLevel
EarlyParticipationAmount(1)
ReferenceSecurity
BloombergReferencePage/Screen
FixedSpread(basispoints)
HypotheticalTotalConsideration(2)
6.500% Notesdue 2037
CUSIP: 931142 CK7ISIN: US931142CK74
August 15, 2037 $1,762 1
$30
3.00% U.S.Treasurydue 5/15/2047
FIT1 65 $1,412.23
6.200% Notesdue 2038
CUSIP: 931142 CM3ISIN: US931142CM31
April 15,2038
$1,822 2 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 63 $1,382.04
5.625% Notesdue 2040
CUSIP: 931142 CS0ISIN: US931142CS01
April 1,2040
$1,250 3 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 70 $1,304.91
5.625% Notesdue 2041
CUSIP: 931142 DB6ISIN: US931142DB66
April 15,2041
$2,000 4 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 70 $1,313.95
5.25% Notesdue 2035
CUSIP: 931142 CB7ISIN: US931142CB75
September 1,2035
$2,500 5 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 50 $1,241.89
5.000% Notesdue 2040
CUSIP: 931142 CY7ISIN: US931142CY78
October 25,2040
$1,250 6 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 70 $1,212.96
4.875% Notesdue 2040
CUSIP: 931142 CV3ISIN: US931142CV30
July 8, 2040 $750 7
$30
3.00% U.S.Treasurydue 5/15/2047
FIT1 70 $1,191.90
4.750% Notesdue 2043(3)
CUSIP: 931142 DK6ISIN: US931142DK65
October 2, 2043/April 2, 2043
$750 8 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 72 $1,181.82
4.30% Notesdue 2044(3)
CUSIP: 931142 DQ3ISIN: US931142DQ36
April 22, 2044/October 22,2043
$1,000 9 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 66 $1,119.88
4.00% Notesdue 2043(3)
CUSIP: 931142 DG5ISIN: US931142 DG53
April 11, 2043/October 11,2042
$1,000 10 $30
3.00% U.S.Treasurydue 5/15/2047
FIT1 65 $1,069.44
5.875% Notesdue 2027
CUSIP: 931142 CH4ISIN: US931142CH46
April 5, 2027 $750 11
$30
2.25% U.S.Treasurydue 8/15/2027
FIT1 40 $1,253.88
4.125% Notesdue 2019
CUSIP: 931142 CP6ISIN: US931142CP61
February 1,2019
$500 12 $30
1.375% U.S.Treasurydue 9/30/2019
FIT1 -5 $1,033.25
3.625% Notesdue 2020
CUSIP: 931142 CU5ISIN: US931142CU56
July 8,2020
$1,500 13 $30
1.375% U.S.Treasurydue 9/15/2020
FIT1 0 $1,051.60
(1) Per $1,000 principal amount of Securities.
(2) The Total Consideration payable for each series of
Securities includes the Early Participation Amount and will be a
price per $1,000 principal amount of such series of Securities
validly tendered in the Tender Offer at or prior to the Early
Participation Date for the Tender Offer and accepted for purchase
by us and is calculated using the applicable Fixed Spread. Holders
whose Securities are accepted will also receive Accrued Interest on
such Securities. The Hypothetical Total Consideration shown in this
table assumes settlement on the expected Early Payment Date and the
Reference Yield measured at 10:00 a.m., New York City time, on
October 6, 2017, as determined by the Pricing Joint Lead
Dealer-Managers (as defined below) (see Schedule B to the Offer to
Purchase).
(3) For such series of Securities, the calculation of the
applicable Total Consideration will be performed taking into
account the par call date. See Schedule A to the Offer to
Purchase for an overview of the calculation of the Total
Consideration (including the par call detail).
Rationale for the Tender Offer
We are making the Tender Offer to purchase certain outstanding
debt securities issued by Walmart to reduce our interest expense.
Securities that are accepted in the Tender Offer will be purchased,
retired and canceled by Walmart and will no longer remain
outstanding obligations of Walmart.
“As we did with the transaction we completed in July, this
Tender Offer allows us to take advantage of the favorable interest
rate environment and reduce our interest expense prospectively. We
expect to record a charge for this discrete item upon completion of
this Tender Offer just as we did for the July transaction,” said
Brett Biggs, Executive Vice President and Chief Financial
Officer.
Details of the Tender Offer
The Tender Offer will expire at 11:59 p.m., New York City time,
on November 3, 2017, unless such deadline is extended or, subject
to applicable law, the Tender Offer is earlier terminated by the
Company (such date and time, as the same may be extended, the
“Expiration Date”). Securities tendered at or prior to the
applicable Early Participation Date (as defined below) may be
withdrawn at any time at or prior to 5:00 p.m., New York City time,
on October 20, 2017, unless that deadline for withdrawal is
extended by the Company in its sole and absolute discretion (such
date and time, as the same may be extended, the “Withdrawal Date”),
but not thereafter unless otherwise required by applicable law.
The Company will accept for payment, and thereby purchase, all
Securities validly tendered (and not subsequently validly
withdrawn) pursuant to the Tender Offer at or prior to the
Expiration Date, subject to the Maximum Amount and based on the
acceptance priority levels set forth in Table I above (the
“Acceptance Priority Levels”), and subject to proration (if
applicable), provided that Securities tendered at or prior to the
Early Participation Date will be accepted for purchase in priority
to Securities tendered after the Early Participation Date, but at
or prior to the Expiration Date, regardless of the priority of the
series of such later tendered Securities.
Holders of Securities that are validly tendered at or prior to
5:00 p.m., New York City time, on October 20, 2017, unless extended
by the Company in its sole and absolute discretion (such date and
time, as the same may be extended, the “Early Participation Date”),
and not subsequently validly withdrawn, and accepted for purchase
by the Company will receive the applicable Total Consideration (as
defined below) for their Securities, together with any Accrued
Interest. The Total Consideration payable for each series of
Securities includes the early participation amount applicable to
such series of Securities, as set forth in Table I above (the
“Early Participation Amount”). Holders validly tendering their
Securities after the Early Participation Date, but at or prior to
the Expiration Date, will only be eligible to receive the
applicable “Tender Offer Consideration,” which is an amount equal
to the applicable Total Consideration less the Early Participation
Amount. Holders will also be paid any Accrued Interest in respect
of their Securities purchased in the Tender Offer.
The Tender Offer is subject to certain conditions, including the
condition that Walmart have on the Early Payment Date funds, from
one or more sources reasonably satisfactory to Walmart, in an
amount equal to the Maximum Amount plus the Accrued Interest
payable in the Tender Offer. Subject to the Company’s right to
terminate the Tender Offer, as described below, and subject to the
Maximum Amount and based on the Acceptance Priority Levels and
proration, the Company will purchase in the Tender Offer (i) the
Securities that have been validly tendered (and not subsequently
validly withdrawn) in the Tender Offer at or prior to the Early
Participation Date, subject to all conditions to the Tender Offer
having been satisfied or waived by the Company, promptly following
such Early Participation Date (the date of such purchase, which is
expected to be October 24, 2017, the second business day following
the Early Participation Date, the “Early Payment Date”), and (ii)
to the extent that Securities are purchased in the Tender Offer on
the Early Payment Date for an aggregate purchase price that is less
than the Maximum Amount, the Securities that have been validly
tendered after the Early Participation Date, but at or prior to the
Expiration Date, subject to all conditions to the Tender Offer
having been satisfied or waived by the Company, promptly following
the Expiration Date (the date of such purchase, which is expected
to be November 6, 2017, the first business day following the
Expiration Date, the “Final Payment Date,” and together with the
Early Payment Date, each a “Payment Date”). If, on the applicable
Early Payment Date, Securities are purchased in the Tender Offer
for an aggregate purchase price that is equal to the Maximum Amount
for the Tender Offer, no additional Securities will be purchased in
the Tender Offer, and there will be no Final Payment Date.
The “Total Consideration” payable for each series of Securities
will be a price per $1,000 principal amount of such series of
Securities validly tendered at or prior to the Early Participation
Date, and accepted for purchase by the Company (subject to the
Maximum Amount, the Acceptance Priority Levels and to proration, if
any) equal to an amount, calculated in accordance with Schedule A
to the Offer to Purchase that would reflect, as of the Early
Payment Date, a yield to the applicable maturity date or par call
date (as applicable) of such series of Securities equal to the sum
of (i) the Reference Yield (as defined below) of the applicable
Reference Security (as defined below) for such series of
Securities, determined at 10:00 a.m. (New York City time) on
October 23, 2017 (as such date may be extended by us, the
“Reference Yield Determination Date”), by the Pricing Joint Lead
Dealer-Managers, plus (ii) the fixed spread applicable to such
series of Securities, as set forth in Table I above (the “Fixed
Spread”), in each case, excluding Accrued Interest. The applicable
Total Consideration includes the Early Participation Amount. The
“Reference Yield” means, with respect to each series of Securities,
the yield of the applicable reference security listed in Table I
above (the “Reference Security”) based on the bid side price of the
applicable Reference Security for such series as displayed on the
applicable reference page set forth in Table I above as of the
Reference Yield Determination Date.
For further details about the procedures about tendering the
Securities, please refer to the Offer Documents, including the
procedures set out under the heading “The Tender Offer—Procedures
for Tendering Securities” in the Offer to Purchase.
Indicative Timetable for Each Tender
Offer
Event
Calendar Date and
Time
Commencement October 6, 2017
Early
Participation Date 5:00 p.m., New York City time, on October
20, 2017, unless extended by the Company in its sole and absolute
discretion.
Withdrawal Date 5:00 p.m., New York City
time, on October 20, 2017, unless extended by the Company in its
sole and absolute discretion.
Announcement of Results of Early
Participation
As soon as reasonably practicable after the Early Participation
Date.
Reference Yield Determination Date 10:00 a.m.,
New York City time, on October 23, 2017, unless extended by the
Company in its sole and absolute discretion.
Early
Payment Date Promptly following the Early Participation Date
(expected to be on or about October 24, 2017), subject to the
satisfaction or waiver of the conditions to the Tender Offer.
Expiration Date 11:59 p.m., New York City time, on
November 3, 2017, unless, extended by the Company or, subject to
applicable law, the Tender Offer is earlier terminated by the
Company, in each case, in its sole and absolute discretion.
Final Payment Date Promptly following the Expiration Date
(expected to be on or about November 6, 2017), subject to the
satisfaction or waiver of the conditions to the Tender Offer and
assuming additional Securities may be purchased in the Tender Offer
on such date without the Maximum Amount being exceeded.
The Company reserves the right, in its sole discretion, not to
accept any tendered Securities, not to purchase any Securities and
to extend, re-open, withdraw or terminate the Tender Offer and to
amend or waive any of the terms and conditions of the Tender Offer
in any manner, subject to applicable law. The Tender Offer is not
conditioned on any minimum amount of Securities being tendered in
the Tender Offer.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold the Securities when such
intermediary would require to receive instructions from a holder in
order for that the holder to be able to participate in the Tender
Offer before the deadlines specified above. The deadlines set by
any such intermediary and The Depository Trust Company (“DTC”) for
the tender of Securities will be earlier than the relevant
deadlines specified above.
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 DTC and holders are urged to contact the
Information Agent for the relevant announcements relating to the
Tender Offer.
Holders are advised to read carefully the Offer Documents for
full details of and information on the procedures for participating
in the Tender Offer.
Credit Suisse Securities (USA) LLC (“Credit Suisse”), Goldman
Sachs & Co. LLC (“Goldman Sachs”), Wells Fargo Securities, LLC
(“Wells Fargo Securities” and, together with Credit Suisse and
Goldman Sachs, the “Pricing Joint Lead Dealer-Managers”), BNP
Paribas Securities Corp., Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC are acting as joint lead dealer-managers
(such banks together with the Pricing Joint Lead Dealer-Managers,
the “Joint Lead Dealer-Managers”), Barclays Capital Inc. HSBC
Securities (USA) Inc., Mizuho Securities USA LLC, Morgan Stanley
& Co. LLC, MUFG Securities Americas Inc., Santander Investment
Securities Inc., Standard Chartered Bank and U.S. Bancorp
Investments, Inc. are acting as senior co-dealer-managers (the
“Senior Co-Dealer-Managers”) and CastleOak Securities, L.P. and
Samuel A. Ramirez & Company, 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 Offer. Global Bondholder Services Corporation is
acting as information agent (the “Information Agent”) and
depositary (the “Depositary”) in connection with the Tender
Offer.
Questions regarding the terms of the Tender Offer and requests
for assistance in connection with the Tender Offer may be directed
to Credit Suisse, Goldman Sachs, Wells Fargo Securities or the
Information Agent at their addresses and telephone numbers set
forth below:
Credit Suisse
Securities (USA) LLC Goldman Sachs & Co. LLC
Wells Fargo Securities, LLC
Eleven Madison AvenueNew York, New York
10010Toll-Free: (800) 820-1653Collect: (212) 325-2476Attn:
Liability Management Group
200 West StreetNew York, New York
10282Toll-Free: (800) 828-3182Collect: (212) 902-6595Attn:
Liability Management Group
550 South Tryon Street, 5th
FloorCharlotte, North Carolina 28202Toll-Free: (866)
309-6316Collect: (704) 410-4760Attn: Liability Management Group
Questions concerning tender procedures and requests for
assistance or copies of the Offer to Purchase and the Letter of
Transmittal should be directed to the Information Agent.
Global Bondholder Services
Corporation
65 Broadway, Suite 404New York, New York
10006Attention: Corporate ActionsEmail:
contact@gbsc-usa.comhttp://www.gbsc-usa.com/Wal-Mart/
Banks and Brokers call: (212) 430-3774U.S.
Toll-Free: (866) 924-2200International 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 the Tender Offer. 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 the Tender Offer. None of the Dealer-Managers, the
Information Agent, the Depositary and the Company makes any
recommendation as to whether holders should tender their Securities
for purchase pursuant to the Tender Offer.
None of the Dealer-Managers, the Depositary, the Information
Agent and any of their respective directors, officers, employees,
agents and affiliates assumes any responsibility for the accuracy
or completeness of the information concerning the Company, the
Securities or the Tender Offer contained in this announcement or in
the Offer Documents. None of the Dealer-Managers, the Depositary,
the Information Agent and any of their respective directors,
officers, employees, agents and 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 the Tender Offer, and, accordingly, none of
the Dealer-Managers, the Depositary, the Information Agent and any
of their respective directors, officers, employees, agents and
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 the Tender Offer and
which is not otherwise publicly available.
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 Offer 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 the Tender Offer is not in
compliance with the laws of such jurisdiction. If the Company
becomes aware of any jurisdiction where the making of the Tender
Offer 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 the Tender Offer. If,
after such good faith effort, the Company cannot comply with any
such applicable laws, the Tender Offer 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 Offer to be made by a licensed broker or
dealer in any such jurisdiction, the Tender Offer shall be deemed
to be made on behalf of the Company by such Dealer-Manager or one
or more registered brokers or dealers licensed under the laws of
such jurisdiction.
By tendering your Securities, or instructing your custodian to
tender your Securities, pursuant to the 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 the 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 the Tender Offer will be
deemed to give certain representations as set out in the Offer to
Purchase under the heading “The Tender Offer—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, the Depositary
and the Information Agent reserves the right, in its sole and
absolute discretion, to investigate, in relation to any tender of
Securities for purchase pursuant to the 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 more than 11,600 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 Offer and the
Company's ability to complete the Tender Offer. 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 and in
the Company’s Quarterly Report on Form 10-Q for its fiscal quarter
ended July 31, 2017. 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/20171006005775/en/
WalmartRandy Hargrove,
479-277-0547randy.hargrove@walmart.com
Walmart (NYSE:WMT)
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