Wal-Mart Stores, Inc. Announces Cash Tender Offer for Certain of its Outstanding Debt Securities

BENTONVILLE, Ark.–(BUSINESS WIRE)–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 of
Security

    Security Identifiers    

Applicable
Maturity Date /
Par Call
Date

   

Principal
Amount
Outstanding
(millions)

   

Acceptance
Priority
Level

   

Early
Participation
Amount(1)

     

Reference
Security

   

Bloomberg
Reference
Page/Screen

   

Fixed
Spread
(basis
points)

   

Hypothetical
Total
Consideration(2)

6.500% Notes
due 2037

   

CUSIP: 931142 CK7
ISIN: US931142CK74

    August 15, 2037     $1,762     1     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     65     $1,412.23

6.200% Notes
due 2038

   

CUSIP: 931142 CM3
ISIN: US931142CM31

   

April 15,
2038

    $1,822     2     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     63     $1,382.04

5.625% Notes
due 2040

   

CUSIP: 931142 CS0
ISIN: US931142CS01

   

April 1,
2040

    $1,250     3     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     70     $1,304.91

5.625% Notes
due 2041

   

CUSIP: 931142 DB6
ISIN: US931142DB66

   

April 15,
2041

    $2,000     4     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     70     $1,313.95

5.25% Notes
due 2035

   

CUSIP: 931142 CB7
ISIN: US931142CB75

   

September 1,
2035

    $2,500     5     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     50     $1,241.89

5.000% Notes
due 2040

   

CUSIP: 931142 CY7
ISIN: US931142CY78

   

October 25,
2040

    $1,250     6     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     70     $1,212.96

4.875% Notes
due 2040

   

CUSIP: 931142 CV3
ISIN: US931142CV30

    July 8, 2040     $750     7     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     70     $1,191.90

4.750% Notes
due 2043(3)

   

CUSIP: 931142 DK6
ISIN: US931142DK65

   

October 2, 2043/
April 2, 2043

    $750     8     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     72     $1,181.82

4.30% Notes
due 2044(3)

   

CUSIP: 931142 DQ3
ISIN: US931142DQ36

   

April 22, 2044/
October 22,
2043

    $1,000     9     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     66     $1,119.88

4.00% Notes
due 2043(3)

   

CUSIP: 931142 DG5
ISIN: US931142 DG53

   

April 11, 2043/
October 11,
2042

    $1,000     10     $30      

3.00% U.S.
Treasury
due 5/15/2047

    FIT1     65     $1,069.44

5.875% Notes
due 2027

   

CUSIP: 931142 CH4
ISIN: US931142CH46

    April 5, 2027     $750     11     $30      

2.25% U.S.
Treasury
due 8/15/2027

    FIT1     40     $1,253.88

4.125% Notes
due 2019

   

CUSIP: 931142 CP6
ISIN: US931142CP61

   

February 1,
2019

    $500     12     $30      

1.375% U.S.
Treasury
due 9/30/2019

    FIT1     -5     $1,033.25

3.625% Notes
due 2020

   

CUSIP: 931142 CU5
ISIN: US931142CU56

   

July 8,
2020

    $1,500     13     $30      

1.375% U.S.
Treasury
due 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 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 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

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.

Contacts

Walmart
Randy Hargrove, 479-277-0547
randy.hargrove@walmart.com