EX-1.(A) 2 dex1a.htm PRICING AGREEMENT Pricing Agreement

Exhibit 1(a)

Execution Version

PRICING AGREEMENT

March 24, 2010

Citigroup Global Markets Inc.

Goldman, Sachs & Co.

Wells Fargo Securities, LLC

    As Representatives of the

    several Underwriters named

    in Schedule I hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Wells Fargo Securities, LLC

301 South College Street

Charlotte, North Carolina 28226

Ladies and Gentlemen:

WAL-MART STORES, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 24, 2010 (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”).

Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement (it being understood that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the date of this Pricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities). Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to the Representatives named in Schedule II hereto (the “Representatives”). Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.


The Prospectus (including, for the avoidance of doubt, a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amounts of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

 

2


If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company.

 

Very truly yours,
WAL-MART STORES, INC.
By:  

/s/ Cathy Santoro

  Name:   Cathy Santoro
  Title:   Vice President, Corporate Finance


Accepted as of the date hereof:

 

CITIGROUP GLOBAL MARKETS INC.
By:  

/s/ Jack D. McSpadden

  Name:   Jack D. McSpadden
  Title:   Managing Director
GOLDMAN, SACHS & CO.
By:  

/s/ Goldman, Sachs & Co.

  (Goldman, Sachs & Co.)
WELLS FARGO SECURITIES, LLC
By:  

/s/ Carolyn C. Hurley

  Name:   Carolyn C. Hurley
  Title:   Director

For themselves and as Representatives of the several

Underwriters named in Schedule I hereto


SCHEDULE I

 

Underwriter

   Principal Amount of
2.875% Notes
Due 2015 to be
Purchased
   Principal Amount of
5.625% Notes

Due 2040 to be
Purchased

Citigroup Global Markets Inc.

   $ 101,250,000    $ 168,750,000

Goldman, Sachs & Co.

     101,250,000      168,750,000

Wells Fargo Securities, LLC

     101,250,000      168,750,000

BNP Paribas Securities Corp.

     101,250,000      168,750,000

HSBC Securities (USA) Inc.

     101,250,000      168,750,000

UBS Securities LLC

     101,250,000      168,750,000

Banc of America Securities LLC.

     7,500,000      12,500,000

Banca IMI S.p.A

     7,500,000      12,500,000

BNY Mellon Capital Markets, LLC

     7,500,000      12,500,000

Barclays Capital Inc.

     7,500,000      12,500,000

BBVA Securities Inc.

     7,500,000      12,500,000

CastleOak Securities, L.P.

     7,500,000      12,500,000

Credit Suisse Securities (USA) LLC

     7,500,000      12,500,000

Deutsche Bank Securities Inc.

     7,500,000      12,500,000

J.P. Morgan Securities Inc.

     7,500,000      12,500,000

Mitsubishi UFJ Securities (USA), Inc.

     7,500,000      12,500,000

Mizuho Securities USA Inc.

     7,500,000      12,500,000

Morgan Stanley & Co. Incorporated

     7,500,000      12,500,000

RBS Securities Inc.

     7,500,000      12,500,000

Samuel A. Ramirez & Company, Inc.

     7,500,000      12,500,000

Santander Investment Securities Inc.

     7,500,000      12,500,000

Scotia Capital (USA) Inc.

     7,500,000      12,500,000

Standard Chartered Bank

     7,500,000      12,500,000

TD Securities (USA) LLC

     7,500,000      12,500,000

U.S. Bancorp Investments, Inc.

     7,500,000      12,500,000
             

TOTAL

   $ 750,000,000    $ 1,250,000,000
             

 

SCHEDULE I - Page 1


SCHEDULE II

TITLE OF DESIGNATED SECURITIES:

2.875% Notes Due 2015 (the “2015 Notes”); and

5.625% Notes Due 2040 (the “2040 Notes” and, together with the 2015 Notes, the “Designated Securities”).

AGGREGATE PRINCIPAL AMOUNT:

In the case of the 2015 Notes, $750,000,000 and

in the case of the 2040 Notes, $1,250,000,000.

PRICE TO PUBLIC:

In the case of the 2015 Notes, 99.309% of the principal amount of the 2015 Notes; and

in the case of the 2040 Notes, 99.155% of the principal amount of the 2040 Notes.

PURCHASE PRICE TO UNDERWRITERS:

In the case of the 2015 Notes, 98.959% of the principal amount of the 2015 Notes, plus accrued interest, if any from April 1, 2010; and the selling concession shall be 0.200% and the reallowance concession shall be 0.125%, in each case, of the principal amount of the 2015 Notes; and

In the case of the 2040 Notes, 98.280% % of the principal amount of the 2040 Notes, plus accrued interest, if any from April 1, 2010; and the selling concession shall be 0.500% and the reallowance concession shall be 0.250%, in each case, of the principal amount of the 2040 Notes.

INDENTURE:

Indenture, dated as of July 19, 2005, as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.

MATURITY:

In the case of the 2015 Notes, April 1, 2015; and

in the case of the 2040 Notes, April 1, 2040.

 

SCHEDULE II - Page 1


INTEREST RATE:

In the case of the 2015 Notes, 2.875% from and including April 1, 2010; and

in the case of the 2040 Notes, 5.625% from and including April 1, 2010.

INTEREST PAYMENT DATES:

April 1 and October 1 of each year, beginning on October 1, 2010, in the case of all of the Designated Securities.

INTEREST PAYMENT RECORD DATES:

March 15 and September 15 of each year, in the case of all of the Designated Securities.

REDEMPTION PROVISIONS:

No redemption provisions.

SINKING FUND PROVISIONS:

None.

PAYMENT OF ADDITIONAL AMOUNTS:

Not applicable.

OTHER PROVISIONS:

As to be set forth in the Prospectus.

TIME OF DELIVERY:

10:00 a.m. (New York City time) on April 1, 2010, in the case of all of the Designated Securities.

CLOSING LOCATION:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

NAMES AND ADDRESSES OF REPRESENTATIVES:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

 

SCHEDULE II - Page 2


Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Wells Fargo Securities, LLC

301 South College Street

Charlotte, North Carolina 28226

ADDRESSES FOR NOTICES:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

(facsimile: (212) 902-3000)

Attention: Registration Department

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

(facsimile: (212) 902-3000)

Attention: Registration Department

Wells Fargo Securities, LLC

301 South College Street

Charlotte, North Carolina 28226

(facsimile: (704) 383-9165)

Attention: Transaction Management Department

APPLICABLE TIME

(For purposes of Sections 2(d) and 8(c) of the Underwriting Agreement):

4:55 p.m. (New York City time) on March 24, 2010, in the case of all the Designated Securities.

LIST OF FREE WRITING PROSPECTUSES

(Pursuant to Section 2(f) of Underwriting Agreement):

Final Term Sheet, dated March 24, 2010, substantially in the form of Annex I hereto.

OTHER MATTERS:

 

  (A)

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter hereby represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant

 

SCHEDULE II - Page 3


 

Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Designated Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Designated Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Designated Securities to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or (d) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. The expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

 

  (B) Each Underwriter hereby represents and agrees that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Designated Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

 

  (C)

Each Underwriter hereby represents and agrees that it has not offered or sold, and will not offer or sell, any Designated Securities by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32,

 

SCHEDULE II - Page 4


 

Laws of Hong Kong), and no advertisement, invitation or document relating to the Designated Securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

 

  (D) The Designated Securities have not been and will not be registered under the Financial Instrument and Exchange Law of Japan (the “Financial Instrument and Exchange Law”) and each Underwriter hereby represents and agrees that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instrument and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

 

  (E) Each Underwriter hereby represents and agrees that the Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore and, accordingly, the Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities may not be circulated or distributed, nor may the Designated Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Designated Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Designated Securities under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

 

SCHEDULE II - Page 5


  (F) Each Underwriter hereby represents and agrees that it has not offered, sold or delivered and will not offer, sell or deliver any of the Designated Securities directly or indirectly or distribute the Pricing Prospectus, the Prospectus or any other offering material relating to the Designated Securities in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth in the Underwriting Agreement and the Pricing Agreement.

 

  (G) The Underwriters hereby severally confirm, and the Company hereby acknowledges, that the sole information furnished in writing to the Company by, or on behalf of, the Underwriters specifically for inclusion in the Prospectus Supplement is as follows:

 

  (1) the names of the Underwriters on the front and back cover pages of the Prospectus Supplement;

 

  (2) the third paragraph of text under the caption “Underwriting” in the Prospectus Supplement concerning certain terms of the offering by the Underwriters;

 

  (3) the sixth paragraph of text under the caption “Underwriting” in the Prospectus Supplement concerning stabilization, overallotment and related activities by the Underwriters; and

 

  (4) the seventh paragraph of text under the caption “Underwriting” in the Prospectus Supplement relating to market-making activities by the Underwriters.

 

  (H) Standard Chartered Bank will provide to the Company a letter confirming the accuracy of the information contained in the first paragraph of text under the caption “Underwriting-Other Matters” in the Prospectus Supplement (i.e., that Standard Chartered Bank is not a U.S. registered broker-dealer and, therefore, will not effect any offers or sales of the Designated Securities in the United States or will do so through one or more U.S. registered broker-dealers as permitted by FINRA regulations).

 

SCHEDULE II - Page 6


ANNEX I

FINAL TERM SHEET

Dated March 24, 2010

WAL-MART STORES, INC.

$750,000,000 2.875% Notes Due 2015

$1,250,000,000 5.625% Notes Due 2040

 

Name of Issuer:   Wal-Mart Stores, Inc.
Title of Securities:   2.875% Notes Due 2015 (“2015 Notes”)
  5.625% Notes Due 2040 (“2040 Notes”)
Aggregate Principal Amount:   $750,000,000 (2015 Notes)
  $1,250,000,000 (2040 Notes)
Issue Price (Price to Public):   99.309% of principal amount (2015 Notes)
  99.155% of principal amount (2040 Notes)
Maturity:   April 1, 2015 (2015 Notes)
  April 1, 2040 (2040 Notes)
Coupon (Interest Rate):   2.875% (2015 Notes)
  5.625% (2040 Notes)
Benchmark Treasury:   U.S. Treasury 2.375% due February 28, 2015 (2015 Notes)
  U.S. Treasury 4.375% due November 15, 2039 (2040 Notes)
Spread to Benchmark Treasury:   45 basis points (2015 Notes)
  95 basis points (2040 Notes)

Benchmark Treasury
Price and Yield:

  99-02+; 2.575% (2015 Notes)
  94-10; 4.734% (2040 Notes)
Yield to Maturity:   3.025% (2015 Notes)
  5.684% (2040 Notes)
Interest Payment Dates:   April 1 and October 1 of each year, beginning on October 1, 2010
Interest Payment Record Dates:   March 15 and September 15 of each year
Redemption Provisions:   No redemption provisions
Sinking Fund Provisions:   None

 

ANNEX I - Page 1


Payment of Additional Amounts:   Not applicable
Legal Format:   SEC registered

Net Proceeds to Walmart (after underwriting discounts and commissions and before offering expenses):

  $742,192,500 (2015 Notes)
  $1,228,500,000 (2040 Notes)
Settlement Date:   T + 6; April 1, 2010
Joint Book-Running Managers:   Citigroup Global Markets Inc.
  Goldman, Sachs & Co.
  Wells Fargo Securities, LLC
  BNP Paribas Securities Corp.
  HSBC Securities (USA) Inc.
  UBS Securities LLC
Selling Restrictions:   European Economic Area, United Kingdom, Hong Kong, Japan, Singapore
CUSIP:   931142 CR2 (2015 Notes)
  931142 CS0 (2040 Notes)
ISIN:   US931142CR28 (2015 Notes)
  US931142CS01 (2040 Notes)

Ratings: Ratings for Walmart’s long-term debt securities: S&P, AA; Moody’s, Aa2; Fitch, AA; and DBRS, AA. Walmart has applied for specific ratings for the Notes and expects that the ratings for the Notes will be the same as for Walmart’s other long-term debt securities.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating.

The offer and sale of the Notes to which this final term sheet relates have been registered by Wal-Mart Stores, Inc. by means of a registration statement on Form S-3 (SEC File No. 333-156724).

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer

 

ANNEX I - Page 2


participating in this offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407, Goldman, Sachs & Co. toll-free at 1-866-471-2526 or Wells Fargo Securities, LLC toll-free at 1-800-326-5897.

 

ANNEX I - Page 3