Wal-Mart Stores, Inc. Announces Expiration and Final Results Of Its Cash Tender Offer
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.
BENTONVILLE, Ark., November 6, 2017 -- Wal-Mart Stores, Inc. (NYSE: WMT) (“Walmart” or the “Company”) today announced the expiration and final results of its previously announced cash tender offer (the “Tender Offer”) of its 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”). The Tender Offer expired at 11:59 p.m., New York City time, on November 3, 2017 (such date and time, the “Expiration Date”).
As previously announced, at or prior to 5:00 p.m., New York City time, on October 20, 2017 (the “Early Participation Date”), Walmart received valid tenders of Securities with an aggregate principal amount of $5,449,291,000, which Securities were accepted for purchase and were purchased by Walmart in the Tender Offer on October 24, 2017.
After the Early Participation Date and at or prior to the Expiration Date, Walmart received valid tenders of Securities with an aggregate principal amount of $4,177,000. All Securities validly tendered after the Early Participation Date, but at or prior to the Expiration Date, will be purchased by Walmart in the Tender Offer on the Final Payment Date, which is expected to be today, November 6, 2017, and the Securities so purchased will receive the applicable “Tender Offer Consideration” set forth in Table I below per $1,000 principal amount. In addition, the holders of the Securities purchased by Walmart in the Tender Offer on the Final Payment Date will receive accrued and unpaid interest on their purchased Securities from, and including, the most recent interest payment date prior to the Final Payment Date up to, but excluding, the Final Payment Date (“Accrued Interest”). Upon the payment for the Securities purchased in the Tender Offer on the Final Payment Date, Walmart will have paid aggregate consideration, excluding Accrued Interest, of $6,730,860,169 for all Securities purchased by it in the Tender Offer.
Table I below sets forth, among other things, the Tender Offer Consideration offered per $1,000 principal amount of Securities of each series validly tendered after the Early Participation Date, but at or prior to the Expiration Date, the aggregate principal amount of the Securities of each series that were validly tendered in the Tender Offer, the aggregate consideration that, as of the Final Payment Date, will have been paid for the Securities of each series purchased by Walmart in the Tender Offer, and the aggregate principal amount of Securities of each series that will remain outstanding after the purchase by Walmart of all validly tendered Securities in the Tender Offer.
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| Table I |
| Title of Security | | Security Identifiers | | Applicable Maturity Date/Par Call Date | | Acceptance Priority Level | | Principal Amount Outstanding Prior to Tender Offer (millions) | | Tender Offer Consideration(1) | | Aggregate Principal Amount Tendered in Tender Offer | | Aggregate Consideration that will have been Paid for All Securities Purchased (millions) | | Principal Amount to be Outstanding After Tender Offer (millions) |
6.500% Notes
due 2037 | | CUSIP: 931142 CK7
ISIN: US931142CK74 | | August 15, 2037 | | 1 | | $1,762 | | $1,391.68 | | $311,039,000 | | $442 | | $1,451 |
6.200% Notes
due 2038 | | CUSIP: 931142 CM3 ISIN: US931142CM31 | | April 15, 2038 | | 2 | | $1,822 | | $1,361.59 | | $709,742,000 | | $988 | | $1,113 |
5.625% Notes
due 2040 | | CUSIP: 931142 CS0
ISIN: US931142CS01 | | April 1, 2040 | | 3 | | $1,250 | | $1,284.64 | | $382,319,000 | | $503 | | $868 |
5.625% Notes
due 2041 | | CUSIP: 931142 DB6
ISIN: US931142DB66 | | April 15, 2041 | | 4 | | $2,000 | | $1,294.02 | | $679,713,000 | | $900 | | $1,320 |
5.25% Notes
due 2035 | | CUSIP: 931142 CB7
ISIN: US931142CB75 | | September 1, 2035 | | 5 | | $2,500 | | $1,220.01 | | $407,297,000 | | $509 | | $2,093 |
5.000% Notes
due 2040 | | CUSIP: 931142 CY7
ISIN: US931142CY78 | | October 25, 2040 | | 6 | | $1,250 | | $1,192.36 | | $605,143,000 | | $740 | | $645 |
4.875% Notes
due 2040 | | CUSIP: 931142 CV3
ISIN: US931142CV30 | | July 8, 2040 | | 7 | | $750 | | $1,171.11 | | $276,997,000 | | $333 | | $473 |
4.750% Notes
due 2043 | | CUSIP: 931142 DK6
ISIN: US931142DK65 | | October 2, 2043/
April 2, 2043 | | 8 | | $750 | | $1,161.66 | | $317,440,000 | | $378 | | $433 |
4.300% Notes
due 2044 | | CUSIP: 931142 DQ3
ISIN: US931142DQ36 | | April 22, 2044/
October 22, 2043 | | 9 | | $1,000 | | $1,099.56 | | $469,392,000 | | $530 | | $531 |
4.000% Notes
due 2043 | | CUSIP: 931142 DG5
ISIN: US931142DG53 | | April 11, 2043/
October 11, 2042 | | 10 | | $1,000 | | $1,048.59 | | $290,639,000 | | $313 | | $709 |
5.875% Notes
due 2027 | | CUSIP: 931142 CH4
ISIN: US931142CH46 | | April 5, 2027 | | 11 | | $750 | | $1,226.71 | | $206,976,000 | | $260 | | $543 |
4.125% Notes
due 2019 | | CUSIP: 931142 CP6 ISIN: US931142CP61 | | February 1, 2019 | | 12 | | $500 | | $1,002.69 | | $136,265,000 | | $141 | | $364 |
3.625% Notes
due 2020 | | CUSIP: 931142 CU5
ISIN: US931142CU56 | | July 8, 2020 | | 13 | | $1,500 | | $1,021.05 | | $660,506,000 | | $694 | | $839 |
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| (1) | The Tender Offer Consideration being paid per $1,000 principal amount of Securities accepted for purchase by the Company and purchased on the Final Payment Date. Holders whose Securities are accepted for purchase will also receive Accrued Interest on such Securities. |
This press release is for informational purposes only. The Tender Offer was made solely by means of the Offer to Purchase, dated October 6, 2017 (the “Offer to Purchase”), and the related Letter of Transmittal. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase. This press release does not constitute an offer to purchase nor a solicitation of an offer to sell securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
Credit Suisse Securities (USA) LLC (“Credit Suisse”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), BNP Paribas Securities Corp., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as 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. acted as senior co-dealer-managers and CastleOak Securities, L.P. and Samuel A. Ramirez & Company, Inc. acted as co-dealer managers in connection with the Tender Offer. Global Bondholder Services Corporation acted as information agent (the “Information Agent”) and as the depositary in connection with the Tender Offer.
Questions regarding the terms of 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:
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Credit Suisse Securities (USA) LLC Eleven Madison Avenue
New York, New York 10010
Toll-Free: (800) 820-1653
Collect: (212) 325-2476
Attn: Liability Management Group | Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Toll-Free: (800) 828-3182 Collect: (212) 902-6595 Attn: Liability Management Group | Wells Fargo Securities, LLC 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 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
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
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.
