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,” the “Company,” “we” or
“us”) announced today that the Company has commenced a cash tender
offer for up to $8,000,000,000 aggregate principal amount (as may
be increased or decreased by the Company, the “Maximum Principal
Amount”) of the securities listed in Table I below (collectively,
the “Securities”) (such offer to purchase, the “Tender Offer”). The
Maximum Principal Amount is exclusive of premium, Early
Participation Amount (as defined below), and 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 herein)
to, but not including, the applicable Payment Date (“Accrued
Interest”).
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 it may be amended or supplemented from time to time, the
“Offer to Purchase”). 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(1)
Title of Security
Security Identifiers
Applicable Maturity Date/ Par
Call Date
Principal Amount
Outstanding (millions)
Acceptance Priority
Level
Reference Security
Bloomberg Reference
Page/Screen
Fixed Spread (basis
points)
7.55% Notes
due 2030
CUSIP: 931142 BF9
ISIN: US1R65VBXU25
February 15, 2030
$588
1
1.250% U.S. Treasury due
08/15/2031
FIT1
15
6.750% Debentures due 2023
CUSIP: 931142 AU7
ISIN: US931142AU74
October 15, 2023
$152
2
0.125% U.S. Treasury due
08/31/2023
FIT1
10
6.500% Notes
due 2037
CUSIP: 931142 CK7
ISIN: US931142CK74
August 15, 2037
$1,300
3
1.750% U.S. Treasury due
08/15/2041
FIT1
45
5.875% Notes
due 2027
CUSIP: 931142 CH4
ISIN: US931142CH46
April 5, 2027
$483
4
0.750% U.S. Treasury due
08/31/2026
FIT1
30
6.200% Notes
due 2038
CUSIP: 931142 CM3
ISIN: US931142CM31
April 15, 2038
$919
5
1.750% U.S. Treasury due
08/15/2041
FIT1
50
5.625% Notes
due 2040
CUSIP: 931142 CS0
ISIN: US931142CS01
April 1, 2040
$751
6
1.750% U.S. Treasury due
08/15/2041
FIT1
55
5.625% Notes
due 2041
CUSIP: 931142 DB6
ISIN: US931142DB66
April 15, 2041
$918
7
1.750% U.S. Treasury due
08/15/2041
FIT1
55
5.25% Notes
due 2035
CUSIP: 931142 CB7
ISIN: US931142CB75
September 1, 2035
$1,968
8
1.250% U.S. Treasury due
08/15/2031
FIT1
60
5.000% Notes
due 2040
CUSIP: 931142 CY7
ISIN: US931142CY78
October 25, 2040
$519
9
1.750% U.S. Treasury due
08/15/2041
FIT1
60
4.875% Notes
due 2040
CUSIP: 931142 CV3
ISIN: US931142CV30
July 8, 2040
$378
10
1.750% U.S. Treasury due
08/15/2041
FIT1
60
4.750% Notes
due 2043(2)
CUSIP: 931142 DK6
ISIN: US931142DK65
April 2, 2043*
$269
11
1.750% U.S. Treasury due
08/15/2041
FIT1
65
4.300% Notes
due 2044(2)
CUSIP: 931142 DQ3
ISIN: US931142DQ36
October 22, 2043*
$502
12
1.750% U.S. Treasury due
08/15/2041
FIT1
60
3.625% Notes
due 2047(2)
CUSIP: 931142 DW0
ISIN: US931142DW04
June 15, 2047*
$1,000
13
2.375% U.S. Treasury due
05/15/2051
FIT1
60
4.000% Notes
due 2043(2)
CUSIP: 931142 DG5
ISIN: US931142DG53
October 11, 2042*
$709
14
1.750% U.S. Treasury due
08/15/2041
FIT1
60
4.050% Notes
due 2048(2)
CUSIP: 931142 EC3
ISIN: US931142EC31
December 29, 2047*
$3,000
15
2.375% U.S. Treasury due
05/15/2051
FIT1
55
3.950% Notes
due 2038(2)
CUSIP: 931142 EB5
ISIN: US931142EB57
December 28, 2037*
$1,500
16
1.750% U.S. Treasury due
08/15/2041
FIT1
40
2.950% Notes
due 2049(2)
CUSIP: 931142 EP4
ISIN: US931142EP44
March 24, 2049*
$1,000
17
2.375% U.S. Treasury due
05/15/2051
FIT1
50
3.700% Notes
due 2028(2)
CUSIP: 931142 EE9
ISIN: US931142EE96
March 26, 2028*
$2,750
18
1.250% U.S. Treasury due
08/15/2031
FIT1
- 5
3.550% Notes
due 2025(2)
CUSIP: 931142 ED1
ISIN: US931142ED14
April 26, 2025*
$1,500
19
0.375% U.S. Treasury due
04/30/2025
FIT5
12.5
3.400% Notes
due 2023(2)
CUSIP: 931142EK5
ISIN: US931142EK56
May 26, 2023*
$2,750
20
0.125% U.S. Treasury due
05/31/2023
FIT4
10
3.250% Notes
due 2029(2)
CUSIP: 931142 EN9
ISIN: US931142EN95
April 8, 2029*
$1,250
21
1.250% U.S. Treasury due
08/15/2031
FIT1
5
3.050% Notes
due 2026(2)
CUSIP: 931142 EM1
ISIN: US931142EM13
May 8, 2026*
$1,250
22
0.750% U.S. Treasury due
08/31/2026
FIT1
5
2.850% Notes
due 2024(2)
CUSIP: 931142 EL3
ISIN: US931142EL30
June 8, 2024*
$1,500
23
0.250% U.S. Treasury due
06/15/2024
FIT5
10
2.650% Notes
due 2024(2)
CUSIP: 931142 DV2
ISIN: US931142DV21
October 15, 2024*
$1,000
24
1.500% U.S. Treasury due
09/30/2024
FIT5
10
2.375% Notes
due 2029(2)
CUSIP: 931142 EQ2
ISIN: US931142EQ27
June 24, 2029*
$500
25
1.250% U.S. Treasury due
08/15/2031
FIT1
10
(1) Early Participation Amount is $50 per $1,000 principal
amount of Securities validly tendered at or prior to the Early
Participation Date and accepted for purchase by Walmart. (2) For
such series of Securities, the calculation of the applicable Total
Consideration will be performed taking into account the par call
date. An overview of the calculation of the Total Consideration
(including the par call detail) is set forth as Schedule A to the
Offer to Purchase. * Refers to the par call date for such series of
Securities.
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.
Details of the Tender Offer
The Tender Offer will expire at 11:59 p.m., New York City time,
on October 5, 2021, 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 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 September 21,
2021, 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 Principal 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 September 21, 2021, 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 the Company have on the Early Payment Date funds,
from one or more sources reasonably satisfactory to the Company, in
an amount up to the Maximum Principal Amount, plus premium, Early
Participation Amount and 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 Principal
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 September 23, 2021, the second business day
following the Early Participation Date, the “Early Payment Date”),
and (ii) to the extent that Securities with an aggregate principal
amount that is less than the Maximum Principal Amount are purchased
in the Tender Offer on the Early Payment Date, 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 October 7, 2021, 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 Early Payment Date, Securities are purchased in the Tender
Offer with an aggregate principal amount that is equal to the
Maximum Principal 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 Principal Amount, the Acceptance Priority Levels and
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
September 22, 2021 (as such date may be extended by us, the
“Reference Yield Determination Date”), by the Lead Dealer-Managers
(as defined below), 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 for tendering the
Securities, please refer to the information set forth under the
heading “The Tender Offer—Procedures for Tendering Securities” in
the Offer to Purchase.
Indicative Timeline for the Tender Offer
Event
Date and
Time
Commencement
September 8, 2021.
Early Participation
Date
5:00 p.m., New York City time, on
September 21, 2021, unless extended by the Company in its sole and
absolute discretion.
Withdrawal Date
5:00 p.m., New York City time, on
September 21, 2021, 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 September 22, 2021, 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 September 23, 2021),
subject to the satisfaction or waiver of the conditions to the
Tender Offer.
Expiration Date
11:59 p.m., New York City time,
on October 5, 2021, unless, extended by the Company or the Tender
Offer is earlier terminated by the Company, in each case, in its
sole and absolute discretion, subject to applicable law.
Final Payment Date
Promptly following the Expiration
Date (expected to be on or about October 7, 2021), 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 Principal Amount being
exceeded.
The Company reserves the right, subject to applicable law, to
terminate the Tender Offer at any time prior to the Expiration
Date. The Company’s obligation to purchase Securities in the Tender
Offer is subject to the satisfaction or the waiver of certain
conditions, including the Financing Condition, as described in the
Offer to Purchase. The Tender Offer is not conditioned on any
minimum aggregate principal amount of Securities being tendered in
the Tender Offer.
The Company expressly reserves the right to increase or decrease
the Maximum Principal Amount without extending the Early
Participation Date, Withdrawal Date, Reference Yield Date, Early
Payment Date, Expiration Date or Final Payment Date (for any and
all series of Securities) or otherwise reinstating withdrawal
rights, subject to applicable law. There can be no assurance that
the Company will exercise its right to increase or decrease the
Maximum Principal Amount.
All Securities are held in book-entry form through the
facilities of The Depository Trust Company (“DTC”). Holders that
desire to tender Securities in the Tender Offer, must transfer such
Securities to the Depositary (as defined below) through DTC’s
Automated Tender Offer Program.
Holders that hold Securities through a bank, securities broker
or other intermediary must instruct such intermediary to
participate in the Tender Offer on such holder’s behalf. Such
holders are advised to contact their respective intermediaries to
confirm the date by which such intermediary must receive
instructions from the holder in order for the holder to participate
in the Tender Offer. The deadlines set by any such intermediary and
DTC for the tender of Securities will be earlier than the relevant
deadlines specified above.
Global Bondholder Services Corporation is acting as information
agent (the “Information Agent”) and depositary (the “Depositary”)
in connection with the Tender Offer. Copies of all announcements,
press releases and notices can be obtained from the Information
Agent, at the address and telephone number set forth 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”), and BNP Paribas Securities Corp., Goldman Sachs
& Co. LLC and NatWest Markets Securities Inc. are acting as
co-dealer-managers (collectively, with the Lead Dealer-Managers,
the “Dealer-Managers”) 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/20210908005692/en/
Media Relations Contact: Randy Hargrove 1-800-331-0085 Investor
Relations Contact: Dan Binder, CFA 479-258-7172
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