Walmart begins tender for up to $8 billion of notes from 25 series

By Rebecca Melvin

Concord, N.H., Sept. 8 – Walmart Inc. has begun a cash tender offer for up to $8 billion principal amount from 25 series of its outstanding debt securities, according to a company release on Wednesday.

The maximum principal amount excludes premium, early participation amount and accrued interest. The company said it may amend the maximum amount.

The following securities are subject to the tender offer and are listed in order of acceptance priority level with the reference security and fixed spread:

• $588 million principal amount outstanding 7.55% notes due Feb. 15, 2030 (Cusip: 931142BF9), to be priced using the 1.25% U.S. Treasury due Aug. 15, 2030 and a fixed spread of 15 basis points;

• $152 million of outstanding 6.75% debentures due Oct. 15, 2023 (Cusip: 931142AU7) to be priced using the 0.125% U.S. Treasury due Aug. 31, 2023 and a fixed spread of 10 bps;

• $1.3 billion of outstanding 6.5% notes due Aug. 15, 2037 (Cusip: 931142CK7), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 45 bps;

• $483 million of outstanding 5.875% notes due April 5, 2027 (Cusip: 931142CH4), to be priced using the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 30 bps;

• $919 million of outstanding 6.2% notes due April 15, 2038 (Cusip: 931142CM3), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 50 bps;

• $751 million of outstanding 5.625% notes due April 1, 2040 (Cusip: 931142CSO), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 55 bps;

• $918 million of outstanding 5.625% notes due April 15, 2041 (Cusip: 931142DB6), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 55 bps;

• $1.968 billion of outstanding 5.25% notes due Sept. 1, 2035 (Cusip: 931142CB7) to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 60 bps;

• $519 million of outstanding 5.0% notes due Oct. 25, 2040 (Cusip: 931142CY7), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps;

• $378 million of outstanding 4.875% notes due July 8, 2040 (Cusip: 931142CV3), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps;

• $269 million of outstanding 4.75% notes due April 2, 2043 (Cusip: 931142DK6), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 65 bps;

• $502 million of outstanding 4.3% notes due 2044 with a par call date of Oct. 22, 2043 (Cusip: 931142DQ3), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps;

• $1 billion of outstanding 3.625% notes due June 15, 2047 (Cusip: 931142DW0), to be priced using the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 60 bps;

• $709 million principal amount outstanding 4% notes due Oct. 11, 2042 (Cusip: 931142DG5) to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps;

• $3 billion of outstanding 4.05% notes due 2048 (Cusip: 931142EC3), to be priced using the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 55 bps;

• $1.5 billion of outstanding 3.95% notes due 2038 (Cusip: 931142EB5), to be priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 40 bps;

• $1 billion of outstanding 2.95% notes due March 24, 2049 (Cusip: 931142EP4), to be priced using the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 50 bps;

• $2.75 billion of outstanding 3.7% notes due March 26, 2028 (Cusip: 931142EE9), to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of negative 5 bps;

• $1.5 billion of outstanding 3.55% notes due April 26, 2025 (Cusip: 931142ED1), to be priced using the 0.375% U.S. Treasury due April. 30, 2025 and a fixed spread of 12.5 bps;

• $2.75 billion of outstanding 3.4% notes due May 26, 2023 (Cusip: 931142EK5) to be priced using the 0.125% U.S. Treasury due May 31, 2023 and a fixed spread of 10 bps;

• $1.25 billion of outstanding 3.25% notes due April 8, 2029 (Cusip: 931142EN9), to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 5 bps;

• $1.25 billion of outstanding 3.05% notes due May 8, 2026 (Cusip: 931142EM1), to be priced using the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 5 bps;

• $1.5 billion of outstanding 2.85% notes due June 8, 2024 (Cusip: 931142EL3), to be priced using the 0.25% U.S. Treasury due June 15, 2024 and a fixed spread of 10 bps;

• $1 billion of outstanding 2.65% notes due Oct. 15, 2024 (Cusip: 931142DV2), to be priced using the 1.5% U.S. Treasury due Sept. 30, 2024 and a fixed spread of 10 bps; and,

• $500 million of outstanding 2.375% notes due June 24, 2029 (Cusip: 931142EQ2), to be priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 10 bps.

The company is making the tender offer to reduce interest expense.

The total consideration for each series will include an early participation amount of $50 per $1,000 principal amount of securities tendered at or prior to 5 p.m. ET on Sept. 21, the early participation date.

Pricing will be set at 10 a.m. ET on Sept. 22.

The offer will expire at 11:59 p.m. ET on Oct. 5.

Barclays Capital Inc. (800 438-3242, 212 528-7581, attn: Liability Management Group, email: us.lm@barclayscapital.com), Credit Suisse Securities (USA) LLC (800 221-1037, 212 325-7823, attn: Liability Management Group, email: americas.lm@credit-suisse.com) and TD Securities (USA) LLC (866 584-2096, 212 827-7795, attn: Liability Management, email: LM@tdsecurities.com) are acting as lead dealer-managers.

BNP Paribas Securities Corp., Goldman Sachs & Co. LLC and NatWest Markets Securities Inc. are acting as co-dealer-managers.

Global Bondholder Services Corp. (attn.: corporate actions, contact@gbsc-usa.com, http://www.gbsc-usa.com/Wal-Mart/, 212 430-3774, 866 924-2200) is information agent.

The discount retailer is based in Bentonville, Ark.

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