Walmart gives pricing, early results of oversubscribed tender offer

By William Gullotti

Buffalo, N.Y., Sept. 22 – Walmart Inc. announced pricing for its capped cash tender offer from 25 series of notes, according to a press release on Wednesday.

Earlier in the day the company gave the early tender results.

Walmart also announced that the cap that was set at the launch of the offer has been upsized to $10 billion from $8 billion.

Listed in acceptance priority order, Walmart received tenders and will accept the following amounts of notes with the related pricing information:

• $119,265,000 tendered and accepted, or 20.27%, of the $588 million principal amount outstanding 7.55% notes due Feb. 15, 2030 (Cusip: 931142BF9), priced using the 1.25% U.S. Treasury due Aug. 15, 2030 and a fixed spread of 15 basis points resulting in a total consideration of $1,478.38, reflecting a reference yield of 1.321% and a tender offer yield of 1.471%;

• $1,755,000 tendered and accepted, or 1.15%, of the $152 million of outstanding 6.75% debentures due Oct. 15, 2023 (Cusip: 931142AU7) priced using the 0.125% U.S. Treasury due Aug. 31, 2023 and a fixed spread of 10 bps resulting in a total consideration of $1,131.94, reflecting a reference yield of 0.222% and a tender offer yield of 0.322%;

• $261,679,000 tendered and accepted, or 20.14%, of the $1.3 billion of outstanding 6.5% notes due Aug. 15, 2037 (Cusip: 931142CK7), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 45 bps resulting in a total consideration of $1,565.60, reflecting a reference yield of 1.798% and a tender offer yield of 2.248%;

• $110,014,000 tendered and accepted, or 22.78%, of the $483 million of outstanding 5.875% notes due April 5, 2027 (Cusip: 931142CH4), priced using the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 30 bps resulting in a total consideration of $1,253.45, reflecting a reference yield of 0.836% and a tender offer yield of 1.136%;

• $116,276,000 tendered and accepted, or 12.65%, of the $919 million of outstanding 6.2% notes due April 15, 2038 (Cusip: 931142CM3), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 50 bps resulting in a total consideration of $1,534.93, reflecting a reference yield of 1.798% and a tender offer yield of 2.298%;

• $142,444,000 tendered and accepted, or 18.96%, of the $751 million of outstanding 5.625% notes due April 1, 2040 (Cusip: 931142CSO), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 55 bps resulting in a total consideration of $1,489.91, reflecting a reference yield of 1.798% and a tender offer yield of 2.348%;

• $305,298,000 tendered and accepted, or 33.24%, of the $918 million of outstanding 5.625% notes due April 15, 2041 (Cusip: 931142DB6), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 55 bps resulting in a total consideration of $1,511.60, reflecting a reference yield of 1.798% and a tender offer yield of 2.348%;

• $634,878,000 tendered and accepted, or 32.27%, of the $1.968 billion of outstanding 5.25% notes due Sept. 1, 2035 (Cusip: 931142CB7) priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 60 bps resulting in a total consideration of $1,405.38, reflecting a reference yield of 1.321% and a tender offer yield of 1.921%;

• $125,068,000 tendered and accepted, or 24.12%, of the $519 million of outstanding 5% notes due Oct. 25, 2040 (Cusip: 931142CY7), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps resulting in a total consideration of $1,396.65, reflecting a reference yield of 1.798% and a tender offer yield of 2.398%;

• $101,452,000 tendered and accepted, or 26.86%, of the $378 million of outstanding 4.875% notes due July 8, 2040 (Cusip: 931142CV3), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps resulting in a total consideration of $1,372.92, reflecting a reference yield of 1.798% and a tender offer yield of 2.398%;

• $38,136,000 tendered and accepted, or 14.16%, of the $269 million of outstanding 4.75% notes due April 2, 2043 (Cusip: 931142DK6), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 65 bps resulting in a total consideration of $1,383.37, reflecting a reference yield of 1.798% and a tender offer yield of 2.448%;

•$172,387,000 tendered and accepted, or 34.35%, of the $502 million of outstanding 4.3% notes due 2044 with a par call date of Oct. 22, 2043 (Cusip: 931142DQ3), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps resulting in a total consideration of $1,324.57, reflecting a reference yield of 1.798% and a tender offer yield of 2.398%;

• $566.44 million tendered and accepted, or 56.64%, of the $1 billion of outstanding 3.625% notes due June 15, 2047 (Cusip: 931142DW0), priced using the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 60 bps resulting in a total consideration of $1,223.89, reflecting a reference yield of 1.847% and a tender offer yield of 2.447%;

• $295.9 million tendered and accepted, or 41.71%, of the $709 million principal amount outstanding 4% notes due Oct. 11, 2042 (Cusip: 931142DG5) priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 60 bps resulting in a total consideration of $1,263.57, reflecting a reference yield of 1.798% and a tender offer yield of 2.398%;

• $1,317,319,000 tendered and accepted, or 43.91%, of the $3 billion of outstanding 4.05% notes due 2048 (Cusip: 931142EC3), priced using the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 55 bps resulting in a total consideration of $1,320.78, reflecting a reference yield of 1.847% and a tender offer yield of 2.397%;

• $924,862,000 tendered and accepted, or 61.66%, of the $1.5 billion of outstanding 3.95% notes due 2038 (Cusip: 931142EB5), priced using the 1.75% U.S. Treasury due Aug. 15, 2041 and a fixed spread of 40 bps resulting in a total consideration of $1,238.46, reflecting a reference yield of 1.798% and a tender offer yield of 2.198%;

• $371,473,000 tendered and accepted, or 37.15%, of the $1 billion of outstanding 2.95% notes due March 24, 2049 (Cusip: 931142EP4), priced using the 2.375% U.S. Treasury due May 15, 2051 and a fixed spread of 50 bps resulting in a total consideration of $1,121.68, reflecting a reference yield of 1.847% and a tender offer yield of 2.347%;

• $1,270,665,000 tendered and accepted, or 46.21%, of the $2.75 billion of outstanding 3.7% notes due March 26, 2028 (Cusip: 931142EE9), priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of negative 5 bps resulting in a total consideration of $1,151.26, reflecting a reference yield of 1.321% and a tender offer yield of 1.271%;

• $625,335,000 tendered and accepted, or 41.69%, of the $1.5 billion of outstanding 3.55% notes due April 26, 2025 (Cusip: 931142ED1), priced using the 0.375% U.S. Treasury due April. 30, 2025 and a fixed spread of 12.5 bps resulting in a total consideration of $1,099.86, reflecting a reference yield of 0.603% and a tender offer yield of 0.728%;

• $469,846,000 tendered and accepted, or 17.09%, of the $2.75 billion of outstanding 3.4% notes due May 26, 2023 (Cusip: 931142EK5) priced using the 0.125% U.S. Treasury due May 31, 2023 and a fixed spread of 10 bps resulting in a total consideration of $1,052.05, reflecting a reference yield of 0.183% and a tender offer yield of 0.283%;

• $517,239,000 tendered and accepted, or 41.38%, of the $1.25 billion of outstanding 3.25% notes due April 8, 2029 (Cusip: 931142EN9), priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 5 bps resulting in a total consideration of $1,134.19, reflecting a reference yield of 1.321% and a tender offer yield of 1.371%;

• $451,135,000 tendered and accepted, or 36.09%, of the $1.25 billion of outstanding 3.05% notes due May 8, 2026 (Cusip: 931142EM1), priced using the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 5 bps resulting in a total consideration of $1,097.85, reflecting a reference yield of 0.836% and a tender offer yield of 0.886%;

• $510,429,000 tendered and accepted, or 34.03%, of the $1.5 billion of outstanding 2.85% notes due June 8, 2024 (Cusip: 931142EL3), priced using the 0.25% U.S. Treasury due June 15, 2024 and a fixed spread of 10 bps resulting in a total consideration of $1,063.05, reflecting a reference yield of 0.403% and a tender offer yield of 0.503%;

• $369,824,000 tendered and accepted, or 36.98%, of the $1 billion of outstanding 2.65% notes due Oct. 15, 2024 (Cusip: 931142DV2), priced using the 1.5% U.S. Treasury due Sept. 30, 2024 and a fixed spread of 10 bps resulting in a total consideration of $1,063.37, reflecting a reference yield of 0.459% and a tender offer yield of 0.559%; and

• $180,881,000 accepted of the $205,047,000 tendered, or 41.01%, of the $500 million of outstanding 2.375% notes due June 24, 2029 (Cusip: 931142EQ2), priced using the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 10 bps resulting in a total consideration of $1,069.81, reflecting a reference yield of 1.321% and a tender offer yield of 1.421%.

The total considerations include an early tender premium of $50 per $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 21, the early tender time and withdrawal deadline.

Accrued interest will also be paid to the early payment date.

The offer was conditioned upon a financing condition which has been satisfied.

The offer technically expires at 11:59 p.m. ET on Oct. 5, but due to the offer being oversubscribed, no additional tenders will be accepted.

The early payment date is Sept. 23.

Barclays Capital Inc. (800 438-3242, 212 528-7581, email: us.lm@barclayscapital.com), Credit Suisse Securities (USA) LLC (800 221-1037, 212 325-7823, email: americas.lm@credit-suisse.com) and TD Securities (USA) LLC (866 584-2096, 212 827-7795, 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.

BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as senior co-managers.

BBVA Securities Inc., Santander Investment Securities Inc., Scotia Capital (USA) Inc., Standard Chartered Bank, U.S. Bancorp Investments, Inc., SMBC Nikko Securities America, Inc., ICBC Standard Bank plc, Lloyds Securities Inc., Loop Capital Markets LLC, Academy Securities, Inc., AmeriVet Securities, Inc., CastleOak Securities, LP, C.L. King & Associates, Inc., Guzman & Co., Samuel A. Ramirez & Co., Inc. and Siebert Williams Shank & Co., LLC are acting as co-managers.

Global Bondholder Services Corp. (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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