Item 8.01. Other Events.
Walmart Inc., a Delaware corporation (the “Company”), and Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, BNP Paribas Securities Corp. and NatWest Markets Securities Inc., acting for themselves and as representatives of the other several underwriters named in Schedule I to the Pricing Agreement (as defined below) (collectively, the “Underwriters”), have entered into a Pricing Agreement, dated April 16, 2019 (the “Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $1,500,000,000 aggregate principal amount of the Company’s 2.850% Notes Due 2024 (the “2024 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 3.050% Notes Due 2026 (the “2026 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 3.250% Notes Due 2029 (the “2029 Notes” and, together with the 2024 Notes and the 2026 Notes, the “Notes”). The Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated April 16, 2019 (the “Underwriting Agreement”), between the Company and the Underwriters. The Company and the Underwriters expect to consummate the sale and purchase of the Notes pursuant to the Pricing Agreement on April 23, 2019.
The 2024 Notes will be sold to the public at a price equal to 99.878% of the aggregate principal amount of the 2024 Notes ($1,498,170,000 of proceeds before the underwriting discount and transaction expenses). The net proceeds to the Company from the sale of the 2024 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2024 Notes, will be $1,492,920,000.
The 2026 Notes will be sold to the public at a price equal to 99.868% of the aggregate principal amount of the 2026 Notes ($1,248,350,000 of proceeds before the underwriting discount and transaction expenses). 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 $1,243,350,000.
The 2029 Notes will be sold to the public at a price equal to 99.882% of the aggregate principal amount of the 2029 Notes ($1,248,525,000 of proceeds before the underwriting discount and transaction expenses). The net proceeds to the Company from the sale of the 2029 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2029 Notes, will be $1,242,900,000.
The Notes will be sold to the public at an aggregate price of $3,995,045,000 before the underwriting discounts and transaction expenses. The aggregate net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before the transaction expenses of the sale of the Notes, will be $3,979,170,000.
The 2024 Notes will constitute part of the Company’s newly created series of 2.850% Notes Due 2024 (the “2024 Series”), the 2026 Notes will constitute part of the Company’s newly created series of 3.050% Notes Due 2026 (the “2026 Series”) and the 2029 Notes will constitute part of the Company’s newly created series of 3.250% Notes Due 2029 (the “2029 Series” and, together with the 2024 Series and the 2026 Series, the “New Series”). The Notes of each of the New Series will be senior, unsecured debt securities of the Company and will rank equally with the Notes of each of the other New Series and all of the other senior, unsecured debt obligations of the Company. The New Series were created and established, and the terms and conditions of each New Series were established, by action of the Company and an authorized officer of the Company pursuant to, and in accordance with, the terms of the Indenture, dated as of July 19, 2005, as supplemented and amended (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), and the related series terms certificates (as described below) evidencing such actions of such authorized officer and the Indenture will govern the Notes of each New Series. The respective terms of the 2024 Notes, the 2026 Notes and the 2029 Notes are as set forth in the Indenture and in the forms of the Global Notes (referred to below) that will represent the Notes of each New Series to be sold pursuant to the Pricing Agreement.
The material terms of the Notes are described in the Company’s prospectus supplement dated April 16, 2019, which relates to the offer and sale of the Notes (the “Prospectus Supplement”), and the Company’s prospectus dated December 7, 2017, which relates to the offer and sale from time to time of an indeterminate amount of the Company’s debt securities, including the Notes (the “Prospectus”). The Prospectus Supplement, together with the Prospectus, was filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 17, 2019 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”), in
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