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, 5.625% Notes due 2041, 5.25% Notes due 2035, 5.000%
Notes due 2040, 4.875% Notes due 2040, 4.750% Notes due 2043,
4.300% Notes due 2044, 4.000% Notes due 2043, 5.875% Notes due
2027, 4.125% Notes due 2019 and 3.625% Notes due 2020
(collectively, the “Securities”) (such offer to purchase, 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 by the Company (such date and time, as the same may be
extended in respect of the Tender Offer, the “Expiration Date”).
Capitalized terms used in this announcement but not defined herein
have the meanings given to them in the Offer to Purchase (as
defined below).
As previously announced, the Early Participation Date for the
Tender Offer was 5:00 p.m., New York City time, on October 20, 2017
(the “Early Participation Date”). The Early Participation Date was
not extended. Withdrawal rights for the Tender Offer expired at
5:00 p.m., New York City time, on October 20, 2017, and were not
extended. Accordingly, Securities tendered in the Tender Offer may
no longer be withdrawn. Subject to the satisfaction or waiver of
the conditions to the Tender Offer (other than the Financing
Condition, which the Company announced has been satisfied), the
Company intends to accept for purchase all Securities validly
tendered in the Tender Offer (and not validly withdrawn) at or
prior to the Early Participation Date. The early payment date for
the Tender Offer will be promptly following the Early Participation
Date and is expected to be on or about October 24, 2017.
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”). Consummation of the Tender Offer is subject to certain
conditions as described in the Offer to Purchase (other than the
Financing Condition, which has been satisfied as noted above).
Copies of the Offer Documents are available from the Information
Agent as set forth below.
The applicable “Reference Yield” and resulting “Total
Consideration” payable per $1,000 principal amount for each series
of Securities subject to the Tender Offer will be determined with
respect to such series of Securities at 10:00 a.m., New York City
time, on October 23, 2017.
The aggregate principal amount of the Securities of each series
that were validly tendered and not validly withdrawn in the 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/ParCall Date
PrincipalAmountOutstanding(millions)
AcceptancePriority Level
Aggregate Principal Amount
Tenderedas of the Early Participation Date
Percent of Amount Outstanding Tendered as of
theEarly Participation Date 6.500% Notesdue 2037
CUSIP: 931142 CK7
ISIN US931142CK74
August 15, 2037 $1,762 1
$310,786,000 17.64% 6.200% Notesdue
2038 CUSIP: 931142 CM3
ISIN: US931142CM31
April 15, 2038 $1,822 2
$709,742,000 38.94% 5.625% Notes
due 2040
CUSIP: 931142 CS0
ISIN: US931142CS01
April 1, 2040 $1,250 3
$382,319,000 30.59% 5.625% Notes
due 2041
CUSIP: 931142 DB6
ISIN: US931142DB66
April 15, 2041 $2,000 4
$679,713,000 33.99% 5.25% Notes
due 2035
CUSIP: 931142 CB7
ISIN: US931142CB75
September 1, 2035 $2,500
5 $407,061,000 16.28% 5.000% Notesdue
2040 CUSIP: 931142 CY7
ISIN: US931142CY78
October 25, 2040 $1,250 6
$605,143,000 48.41% 4.875% Notesdue
2040 CUSIP: 931142 CV3
ISIN: US931142CV30
July 8, 2040 $750 7
$276,997,000 36.93% 4.750% Notesdue
2043 CUSIP: 931142 DK6
ISIN: US931142DK65
October 2, 2043/April 2, 2043 $750
8 $317,440,000 42.33%
4.300% Notesdue 2044 CUSIP: 931142 DQ3
ISIN: US931142DQ36
April 22, 2044/October 22, 2043 $1,000
9 $469,392,000 46.94%
4.000% Notesdue 2043 CUSIP: 931142 DG5
ISIN: US931142 DG53
April 11, 2043/
October 11, 2042
$1,000 10 $289,614,000
28.96% 5.875% Notesdue 2027 CUSIP:
931142 CH4
ISIN: US931142CH46
April 5, 2027 $750 11
$206,941,000 27.59% 4.125% Notesdue
2019 CUSIP: 931142 CP6
ISIN: US931142CP61
February 1, 2019 $500 12
$133,752,000 26.75% 3.625% Notesdue
2020 CUSIP: 931142 CU5
ISIN: US931142CU56
July 8, 2020 $1,500 13
$660,391,000 44.03%
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 Avenue
New York, New York 10010
Toll-Free: (800) 820-1653
Collect: (212) 325-2476
Attn: Liability Management Group
200 West Street
New York, New York 10282
Toll-Free: (800) 828-3182
Collect: (212) 902-6595
Attn: Liability Management Group
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Toll-Free: (866) 309-6316
Collect: (704) 410-4760
Attn: 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/20171023005437/en/
WalmartRandy Hargrove,
479-277-0547randy.hargrove@walmart.com
Walmart (NYSE:WMT)
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