Wal-Mart Stores, Inc. Pricing Agreement for $3 Billion Notes Offering with Underwriters

Contract Categories: Business Finance › Underwriting Agreements
Summary

Wal-Mart Stores, Inc., along with its Cayman finance subsidiaries, has entered into an agreement with several underwriters, including Lehman Brothers Inc. and Goldman, Sachs & Co., to issue and sell $1.5 billion in 4.375% Notes due 2003 and $1.5 billion in 5.450% Notes due 2006. The agreement sets the terms for the sale, including pricing, interest rates, payment terms, and the responsibilities of each party. The underwriters agree to purchase the notes at specified prices, and Wal-Mart agrees to pay interest semi-annually until maturity.

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EX-1.(C) 4 dex1c.txt PRICING AGREEMENT Exhibit 1(c) PRICING AGREEMENT July 26, 2001 Lehman Brothers Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters named in Schedule I hereto c/o Lehman Brothers Inc. 3 World Financial Center 200 Vesey Street New York, New York 10285 -and- Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Dear Sirs: WAL-MART STORES, INC., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated July 26, 2001, (the "Underwriting Agreement"), between the Company, on the one hand, and you, 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 Agreement to the same extent as if such provisions had been 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, except that each representation and warranty that refers to the Prospectus in Section 2 or 3 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities that are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. A supplement to the Prospectus, relating to the Designated Securities, 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 amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us three 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 and the Finance Subsidiaries. Very truly yours, WAL-MART STORES, INC. By: /s/ Joseph J. Fitzsimmons -------------------------- Name: Joseph J. Fitzsimmons Title: Secior Vice President & Treasurer Acknowledged and agreed as of the date hereof: WAL-MART CAYMAN (EURO) FINANCE CO. By: /s/ Rick W. Brazile -------------------------------------- Name: Rick W. Brazile Title: Vice President of Planning & Analysis WAL-MART CAYMAN (CANADIAN) FINANCE CO. By: /s/ Rick W. Brazile -------------------------------------- Name: Rick W. Brazile Title: Vice President of Planning & Analysis WAL-MART CAYMAN (STERLING) FINANCE CO. By: /s/ Rick W. Brazile -------------------------------------- Name: Rick W. Brazile Title: Vice President of Planning & Analysis Accepted as of the date hereof: LEHMAN BROTHERS INC. By: /s/ Allen B. Cutler -------------------------------------- Name: Allen B. Cutler Title: Managing Director /s/ Goldman, Sachs & Co. - ------------------------------------------ (Goldman, Sachs & Co.) As Representatives of the several Underwriters named in Schedule I hereto SCHEDULE I
Underwriter Principal Amount Principal Amount of - ----------- of 4.375% Notes 5.450% Notes Due 2003 to be Due 2006 to be Purchased Purchased --------- --------- Lehman Brothers Inc............................... $ 375,000,000 $ 375,000,000 Goldman, Sachs & Co............................... 375,000,000 375,000,000 Chase Securities Inc.............................. 180,000,000 180,000,000 Banc One Capital Markets, Inc..................... 150,000,000 150,000,000 Fleet Securities, Inc............................. 60,000,000 60,000,000 TD Securities (USA) Inc........................... 60,000,000 60,000,000 Wachovia Securities, Inc.......................... 60,000,000 60,000,000 Deutsche Banc Alex. Brown Inc..................... 45,000,000 45,000,000 Salomon Smith Barney Inc.......................... 45,000,000 45,000,000 Credit Suisse First Boston Corporation............ 30,000,000 30,000,000 First Union Securities, Inc....................... 30,000,000 30,000,000 Morgan Stanley & Co. Incorporated................. 30,000,000 30,000,000 Wells Fargo Brokerage Services, LLC............... 30,000,000 30,000,000 The Williams Capital Group, L.P................... 30,000,000 30,000,000 -------------- -------------- TOTAL $1,500,000,000 $1,500,000,000 ============== ==============
SCHEDULE II TITLE OF DESIGNATED SECURITIES: 4.375% Notes Due 2003 ("Notes Due 2003") 5.450% Notes Due 2006 ("Notes Due 2006" and, together with the Notes Due 2003, the "Notes") AGGREGATE PRINCIPAL AMOUNT: In the case of the Notes Due 2003, $1,500,000,000; and in the case of the Notes Due 2006, $1,500,000,000. PRICE TO PUBLIC: In the case of the Notes Due 2003, 99.854% of the principal amount of the Notes Due 2003, plus accrued interest, if any, from July 31, 2001; and in the case of the Notes Due 2006, 99.814% of the principal amount of the Notes Due 2006, plus accrued interest, if any, from July 31, 2001. PURCHASE PRICE TO UNDERWRITERS, SELLING CONCESSIONS AND REALLOWANCE CONCESSIONS: In the case of the Notes Due 2003, the purchase price to the Underwriters shall be 99.604% of the principal amount of the Notes Due 2003, plus accrued interest, if any from July 31, 2001; and the selling concession shall be 0.150% and the reallowance concession shall be 0.125%, in each case of the principal amount of the Notes Due 2003; and in the case of the Notes Due 2006, the purchase price to the Underwriters shall be 99.464% of the principal amount of the Notes Due 2006, plus accrued interest, if any from July 31, 2001; 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 Notes Due 2006. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire. INDENTURE: Indenture dated as of July 5, 2001, among the Company, Wal-Mart Cayman (Euro) Finance Co., Wal-Mart Cayman (Canadian) Finance Co., Wal-Mart Cayman (Sterling) Finance Co., as Issuers, Wal-Mart Stores, Inc., as Guarantor, and Bank One Trust Company, NA, as Trustee. MATURITY: In the case of the Notes Due 2003, August 1, 2003; and in the case of the Notes Due 2006, August 1, 2006. INTEREST RATE: In the case of the Notes due 2003, 4.375% from and including July 31, 2001; and in the case of the Notes due 2006, 5.450% from and including July 31, 2001. In the case of all of the Notes, interest shall be payable semi-annually in arrears and shall be calculated on the basis of a 360-day year of twelve 30-day months. In addition, the Company shall pay Additional Amounts to holders of each of the Notes as, and to the extent set forth under the caption "Description of the Notes--Payment of Additional Amounts" on the Prospectus Supplement dated the date hereof relating to the Notes. INTEREST PAYMENT DATES: In the case of all of the Notes, February 1 and August 1 of each year, commencing on February 1, 2002. INTEREST PAYMENT RECORD DATES: In the case of each of the Notes, January 15 and July 15 of each year, respectively. REDEMPTION PROVISIONS: No mandatory redemption provisions. The Company may, at its option, redeem the Notes in whole, but not in part, as set forth under the caption "Description of the Notes--Redemption upon a Tax Event" in the Prospectus Supplemental dated the date hereof relating to the Notes. SINKING FUND PROVISIONS: None. OTHER PROVISIONS: As set forth in the Prospectus Supplement dated July 26, 2001 (the "Prospectus Supplement") to the Prospectus dated July 26, 2001 (the "Prospectus"). TIME OF DELIVERY: 9:30 a.m. (New York City time) on July 31, 2001 CLOSING LOCATION: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 NAMES AND ADDRESSES OF REPRESENTATIVES: Lehman Brothers Inc. Goldman, Sachs & Co. 3 World Finance Center 85 Broad Street 200 Vesey Street New York, New York 10004 New York, New York 10285 ADDRESSES FOR NOTICES: Lehman Brothers Inc. Goldman, Sachs & Co. 3 World Finance Center 85 Broad Street 200 Vesey Street New York, New York 10004 New York, New York 10285 Attention: Registration Department Attention: Debt Capital Markets Fax: (212) 902-9020 Consumer Retail Group Fax: (212) 526-1553 OTHER MATTERS: (A) Each Underwriter hereby represents to, and agrees with, the Company that: (1) it has not offered or sold and prior to the date six months after the Time of Delivery will not offer to sell Notes in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments as principal or agent for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the public offers of Securities Regulations 1995; (2) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (3) it has only issued or passed on, and will only issue or pass on, in the United Kingdom any document received by it in connection with the issue of the Notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisement) (Exemptions) Order 1996 (as amended) or is a person to whom the document may otherwise lawfully be issued or passed on. (B) Each Underwriter hereby acknowledges and agrees that the Notes may not be offered, sold, transferred or delivered in or from The Netherlands, as part of their initial distribution or as party of any re-offering, and neither this prospectus supplement and the attached prospectus nor any other document in respect of the offering may be distributed or circulated in The Netherlands, other than to individuals or legal entities which include, but are not limited to, banks, brokers, dealers, institutional investors and undertakings with a treasury department, who or which trade or invest in securities in the conduct of a business or profession. (C) Each Underwriter hereby acknowledges and agrees that the Notes have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law of Japan and (ii) in compliance with any other applicable requirements of Japanese law. (D) 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 first sentence of the second paragraph of text under the caption "Underwriting" in the Prospectus Supplement concerning certain terms of the offering by the Underwriters; and (3) the third paragraph of text under the caption "Underwriting" in the Prospectus Supplement concerning stabilization, overallotment and related activities by the Underwriters.