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.
Walmart Inc. (NYSE: WMT) (“Walmart” or the “Company”) announced
today the pricing for its previously announced offer to purchase
for cash up to $10,000,000,000 aggregate principal amount (the
“Maximum Principal Amount”) of the securities listed in Table I
below (collectively, the “Securities”) (such offer to purchase, the
“Tender Offer”). The Company also announced the principal amounts
of Securities of each series expected to be purchased on the Early
Payment Date.
The Tender Offer is made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated September 8,
2021 (as amended, the “Offer to Purchase”). Capitalized terms used
but not defined in this announcement have the meanings given to
them in the Offer to Purchase.
The consideration to be paid for the Securities of each series
being purchased in the Tender Offer has been determined in the
manner described in the Offer to Purchase according to the
“Reference Yield,” which means with respect to the Securities of
each series being purchased, the yield of the applicable reference
security listed in Table I below for such series of Securities.
With respect to the Tender Offer, the Company expects to accept
for purchase on the Early Payment Date Securities up to the Maximum
Principal Amount validly tendered, and not validly withdrawn, at or
prior to Early Participation Date, in accordance with the Offer to
Purchase. Holders who validly tendered and did not validly withdraw
Securities at or prior to the Early Participation Date that are
accepted for purchase in the Tender Offer on the Early Payment Date
will receive the applicable “Total Consideration” listed in Table I
below per $1,000 principal amount of such Securities accepted for
purchase in the Tender Offer, which includes the Early
Participation Amount of $50 per $1,000 principal amount of such
Securities. In addition, such holders whose Securities are accepted
for purchase pursuant to the Tender Offer on the Early Payment Date
will receive 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 Early Payment Date
to, but not including, the Early Payment Date (“Accrued Interest”).
The Early Payment Date for the Tender Offer is expected to be
September 23, 2021.
As previously announced, the Early Participation Date for the
Tender Offer was 5:00 p.m., New York City time, on September 21,
2021, and the Early Participation Date was not extended. Withdrawal
rights for the Tender Offer expired at 5:00 p.m., New York City
time, on September 21, 2021, and were not extended.
The Expiration Date of the Tender Offer is 11:59 p.m., New York
City time, on October 5, 2021, unless extended by the Company, in
its sole and absolute discretion. However, because the aggregate
principal amount of Securities validly tendered and not validly
withdrawn in the Tender Offer at or prior to the Early
Participation Date exceeds the Maximum Principal Amount, the
Company will not accept for purchase any Securities tendered after
the Early Participation Date. Securities tendered in the Tender
Offer and not purchased on the Early Payment Date will be returned
promptly after the Early Payment Date.
The applicable Total Consideration per $1,000 principal amount
of Securities of each series to be received by holders of
Securities of such series that are validly tendered, and not
validly withdrawn, in the Tender Offer and that are accepted for
purchase by the Company in the Tender Offer on the Early Payment
Date is set forth in Table I below.
Table I
Title of Security
Security Identifiers
Principal Amount
Outstanding
(millions)
Acceptance Priority
Level
Principal Amount Tendered as
of the Early Participation Date
Principal Amount Expected to
be Purchased on
the Early Payment Date
Reference Security
Bloomberg Reference
Page/Screen
Reference Yield
Fixed Spread (basis
points)
Tender Offer Yield
Total Consideration(1)
7.55%
Notes
due 2030
CUSIP: 931142 BF9
ISIN: US931142BF98
$588
1
$119,265,000
$119,265,000
1.250% due 08/15/2031
FIT1
1.321%
+ 15
1.471%
$1,478.38
6.750% Debentures
due 2023
CUSIP: 931142 AU7
ISIN: US931142AU74
$152
2
$1,755,000
$1,755,000
0.125% due 08/31/2023
FIT1
0.222%
+ 10
0.322%
$1,131.94
6.500% Notes
due 2037
CUSIP: 931142 CK7
ISIN: US931142CK74
$1,300
3
$261,679,000
$261,679,000
1.750% due 08/15/2041
FIT1
1.798%
+ 45
2.248%
$1,565.60
5.875% Notes
due 2027
CUSIP: 931142 CH4
ISIN: US931142CH46
$483
4
$110,014,000
$110,014,000
0.750% due 08/31/2026
FIT1
0.836%
+ 30
1.136%
$1,253.45
6.200% Notes
due 2038
CUSIP: 931142 CM3
ISIN: US931142CM31
$919
5
$116,276,000
$116,276,000
1.750% due 08/15/2041
FIT1
1.798%
+ 50
2.298%
$1,534.93
5.625% Notes
due 2040
CUSIP: 931142 CS0
ISIN: US931142CS01
$751
6
$142,444,000
$142,444,000
1.750% due 08/15/2041
FIT1
1.798%
+ 55
2.348%
$1,489.91
5.625% Notes
due 2041
CUSIP: 931142 DB6
ISIN: US931142DB66
$918
7
$305,298,000
$305,298,000
1.750% due 08/15/2041
FIT1
1.798%
+ 55
2.348%
$1,511.60
5.25%
Notes
due 2035
CUSIP: 931142 CB7
ISIN: US931142CB75
$1,968
8
$634,878,000
$634,878,000
1.250% due 08/15/2031
FIT1
1.321%
+ 60
1.921%
$1,405.38
5.000% Notes
due 2040
CUSIP: 931142 CY7
ISIN: US931142CY78
$519
9
$125,068,000
$125,068,000
1.750% due 08/15/2041
FIT1
1.798%
+ 60
2.398%
$1,396.65
4.875% Notes
due 2040
CUSIP: 931142 CV3
ISIN: US931142CV30
$378
10
$101,452,000
$101,452,000
1.750% due 08/15/2041
FIT1
1.798%
+ 60
2.398%
$1,372.92
4.750% Notes
due 2043
CUSIP: 931142 DK6
ISIN: US931142DK65
$269
11
$38,136,000
$38,136,000
1.750% due 08/15/2041
FIT1
1.798%
+ 65
2.448%
$1,383.37
4.300% Notes
due 2044
CUSIP: 931142 DQ3
ISIN: US931142DQ36
$502
12
$172,387,000
$172,387,000
1.750% due 08/15/2041
FIT1
1.798%
+ 60
2.398%
$1,324.57
3.625% Notes
due 2047
CUSIP: 931142 DW0
ISIN: US931142DW04
$1,000
13
$566,440,000
$566,440,000
2.375% due 05/15/2051
FIT1
1.847%
+ 60
2.447%
$1,223.89
4.000% Notes
due 2043
CUSIP: 931142 DG5
ISIN: US931142DG53
$709
14
$295,900,000
$295,900,000
1.750% due 08/15/2041
FIT1
1.798%
+ 60
2.398%
$1,263.57
4.050% Notes
due 2048
CUSIP: 931142 EC3
ISIN: US931142EC31
$3,000
15
$1,317,319,000
$1,317,319,000
2.375% due 05/15/2051
FIT1
1.847%
+ 55
2.397%
$1,320.78
3.950% Notes
due 2038
CUSIP: 931142 EB5
ISIN: US931142EB57
$1,500
16
$924,862,000
$924,862,000
1.750% due 08/15/2041
FIT1
1.798%
+ 40
2.198%
$1,238.46
2.950% Notes
due 2049
CUSIP: 931142 EP4
ISIN: US931142EP44
$1,000
17
$371,473,000
$371,473,000
2.375% due 05/15/2051
FIT1
1.847%
+ 50
2.347%
$1,121.68
3.700% Notes
due 2028
CUSIP: 931142 EE9
ISIN: US931142EE96
$2,750
18
$1,270,665,000
$1,270,665,000
1.250% due 08/15/2031
FIT1
1.321%
- 5
1.271%
$1,151.26
3.550% Notes
due 2025
CUSIP: 931142 ED1
ISIN: US931142ED14
$1,500
19
$625,335,000
$625,335,000
0.375% due 04/30/2025
FIT5
0.603%
+ 12.5
0.728%
$1,099.86
3.400% Notes
due 2023
CUSIP: 931142EK5
ISIN: US931142EK56
$2,750
20
$469,846,000
$469,846,000
0.125% due 05/31/2023
FIT4
0.183%
+ 10
0.283%
$1,052.05
3.250% Notes
due 2029
CUSIP: 931142 EN9
ISIN: US931142EN95
$1,250
21
$517,239,000
$517,239,000
1.250% due 08/15/2031
FIT1
1.321%
+ 5
1.371%
$1,134.19
3.050% Notes
due 2026
CUSIP: 931142 EM1
ISIN: US931142EM13
$1,250
22
$451,135,000
$451,135,000
0.750% due 08/31/2026
FIT1
0.836%
+ 5
0.886%
$1,097.85
2.850% Notes
due 2024
CUSIP: 931142 EL3
ISIN: US931142EL30
$1,500
23
$510,429,000
$510,429,000
0.250% due 06/15/2024
FIT5
0.403%
+ 10
0.503%
$1,063.05
2.650% Notes
due 2024
CUSIP: 931142 DV2
ISIN: US931142DV21
$1,000
24
$369,824,000
$369,824,000
1.500% due 09/30/2024
FIT5
0.459%
+ 10
0.559%
$1,063.37
2.375% Notes
due 2029
CUSIP: 931142 EQ2
ISIN: US931142EQ27
$500
25
$205,047,000
$180,881,000
1.250% due 08/15/2031
FIT1
1.321%
+ 10
1.421%
$1,069.81
(1) The Total Consideration payable for Securities accepted for
purchase by the Company per $1,000 principal amount, which includes
the Early Participation Amount. Holders whose Securities are
accepted for purchase will also receive Accrued Interest on such
Securities.
______________________________
Copies of the Offer to Purchase and 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 to Purchase
for full details of and information on the procedures for
participating in the Tender Offer.
Barclays Capital Inc. (“Barclays”), Credit Suisse Securities
(USA) LLC (“Credit Suisse”) and TD Securities (USA) LLC (“TD
Securities”) are acting as lead dealer-managers (the “Lead
Dealer-Managers”), BNP Paribas Securities Corp., Goldman Sachs
& Co. LLC and NatWest Markets Securities Inc. are acting as
co-dealer-managers (the “Co-Dealer-Managers”), BofA Securities,
Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc.,
J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as
senior co-managers (the “Senior Co-Managers”), and BBVA Securities
Inc., Santander Investment Securities Inc., Scotia Capital (USA)
Inc., Standard Chartered Bank, U.S. Bancorp Investments, Inc., SMBC
Nikko Securities America, Inc., ICBC Standard Bank Plc, Lloyds
Securities Inc., Loop Capital Markets LLC, Academy Securities,
Inc., AmeriVet Securities, Inc., CastleOak Securities, L.P., C.L.
King & Associates, Inc., Guzman & Company, Samuel A.
Ramirez & Company, Inc. and Siebert Williams Shank & Co.,
LLC are acting as co-managers (the “Co-Managers” and collectively
with the Lead Dealer-Managers, the Co-Dealer Managers and the
Senior Co-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 Barclays, Credit Suisse, TD Securities or the Information Agent
at their addresses and telephone numbers set forth below:
Barclays Capital Inc.
Credit Suisse Securities (USA)
LLC
TD Securities (USA)
LLC
745 Seventh Avenue
New York, New York 10019
Toll-Free: (800) 438-3242
Collect: (212) 528-7581
Attn: Liability Management
Group
Email:
us.lm@barclayscapital.com
Eleven Madison Avenue
New York, New York 10010
Toll-Free: (800) 221-1037
Collect: (212) 325-7823
Attn: Liability Management
Group
Email:
americas.lm@credit-suisse.com
1 Vanderbilt Avenue, 12th Floor
New York, New York 10017
Toll-Free: (866) 584-2096
Collect: (212) 827-7795
Attn: Liability Management
Email: LM@tdsecurities.com
Questions concerning tender procedures and requests for
assistance or copies of the Offer to Purchase should 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
https://www.gbsc-usa.com/Walmart/
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 to Purchase. This announcement and the Offer to
Purchase 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 to Purchase 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 or 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 to Purchase. 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 to Purchase 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
Walmart 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, approximately
220 million customers and members visit approximately 10,500 stores
and clubs under 48 banners in 24 countries and eCommerce websites.
With fiscal year 2021 revenue of $559 billion, Walmart employs 2.2
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 expressed or implied 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 Cautionary Statements Regarding Forward-Looking
Statements and 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 Quarterly Reports on Form 10-Q. The
Company urges you to consider all of the risks, uncertainties and
factors identified above or discussed in such reports carefully in
evaluating the forward-looking statements in this release. Walmart
cannot assure you that the results reflected in or implied by any
forward-looking statement will be realized or, even if
substantially realized, that those results will have the forecasted
or expected consequences and effects. The forward-looking
statements made today are as of the date of this release. Walmart
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: https://www.businesswire.com/news/home/20210922005866/en/
Investor Relations contact Dan Binder, CFA (479) 258-7172
Media Relations contact Randy Hargrove (800) 331-0085
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