PRICING AGREEMENT
Exhibit 1(a)
EXECUTION VERSION
PRICING AGREEMENT
July 20, 2009
Banc of America Securities LLC
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
UBS Securities LLC
As Representatives of the
several Underwriters named
in Schedule I hereto
c/o Banc of America Securities LLC
Bank of America Tower
One Bryant Park
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
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 July 20, 2009 (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/ M. Brett Biggs | |||
| Name: | M. Brett Biggs | |||
| Title: | Senior Vice President, Corporate Finance and Assistant Treasurer | |||
| Accepted as of the date hereof: | ||
| BANC OF AMERICA SECURITIES LLC | ||
| By: | /s/ Alastair Borthwick | |
| Name: Alastair Borthwick | ||
| Title: Managing Director, Global Head of Investment Grade Debt capital Markets | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Brian D. Bednarski | |
| Name: Brian D. Bednarski | ||
| Title: Managing Director | ||
| GOLDMAN, SACHS & CO. | ||
| By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) | ||
| UBS SECURITIES LLC | ||
| By: | /s/ Scott Whitney | |
| Name: Scott Whitney Title: Managing Director, UBS Securities LLC | ||
| By: | /s/ Michael Kochis | |
| Name: Michael Kochis | ||
| Title: Associate Director, UBS Securities LLC | ||
For themselves and as Representatives of the several Underwriters named in Schedule I hereto
SCHEDULE I
| Underwriter | Principal Amount of 6.200% Notes Due 2038 to be Purchased | ||
| Banc of America Securities LLC | $ | 98,750,000 | |
| Citigroup Global Markets Inc. | 98,750,000 | ||
| Goldman, Sachs & Co. | 98,750,000 | ||
| UBS Securities LLC | 98,750,000 | ||
| Banca IMI S.p.A. | 5,000,000 | ||
| Barclays Capital Inc. | 5,000,000 | ||
| BBVA Securities Inc. | 5,000,000 | ||
| BNP Paribas Securities Corp. | 5,000,000 | ||
| BNY Mellon Capital Markets, LLC | 5,000,000 | ||
| Cabrera Capital Markets, LLC | 5,000,000 | ||
| Credit Suisse Securities (USA) LLC | 5,000,000 | ||
| Deutsche Bank Securities Inc. | 5,000,000 | ||
| HSBC Securities (USA) Inc. | 5,000,000 | ||
| J.P. Morgan Securities Inc. | 5,000,000 | ||
| Loop Capital Markets, LLC | 5,000,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | 5,000,000 | ||
| Mizuho Securities USA Inc. | 5,000,000 | ||
| Morgan Stanley & Co. Incorporated | 5,000,000 | ||
| RBS Securities Inc. | 5,000,000 | ||
| Santander Investment Securities Inc. | 5,000,000 | ||
| Scotia Capital (USA) Inc. | 5,000,000 | ||
| Standard Chartered Bank | 5,000,000 | ||
| TD Securities (USA) LLC | 5,000,000 | ||
| U.S. Bancorp Investments, Inc. | 5,000,000 | ||
| Wells Fargo Securities, LLC | 5,000,000 | ||
| TOTAL | $ | 500,000,000 | |
SCHEDULE I - Page 1
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.200% Notes Due 2038 (the “Designated Securities”).
AGGREGATE PRINCIPAL AMOUNT:
$500,000,000.
PRICE TO PUBLIC:
106.001% of the principal amount of the Designated Securities.
The above issue price does not include accrued interest from and including April 15, 2009 to and excluding July 27, 2009 (being the date of the Time of Delivery) totaling $8,783,333.33 in the aggregate, which is payable by purchasers of the Designated Securities.
PURCHASE PRICE TO UNDERWRITERS:
105.126% of the principal amount of the Designated Securities, plus accrued interest from and including April 15, 2009 to and excluding July 27, 2009 (being the date of the Time of Delivery); accordingly, the aggregate purchase price payable by the Underwriters to the Company will be $525,630,000, plus accrued interest from and including April 15, 2009 to and excluding July 27, 2009 (being the date of the Time of Delivery) in the amount of $8,783,333.33, or a total of $534,413,333.33.
The selling concession shall be 0.50% and the reallowance concession shall be 0.25%, in each case, of the principal amount of the Designated Securities.
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:
April 15, 2038.
INTEREST RATE:
6.200% from and including April 15, 2009.
INTEREST PAYMENT DATES:
April 15 and October 15 of each year, beginning on October 15, 2009.
SCHEDULE II - Page 1
INTEREST PAYMENT RECORD DATES:
April 1 and October 1 of each year.
REDEMPTION PROVISIONS:
No mandatory redemption provisions.
The Company may, at its option, redeem the Designated Securities upon the occurrence of certain events relating to U.S. taxation as described under the caption “Description of the Debt Securities–Redemption upon Tax Event” in the Prospectus dated January 14, 2009 (the “Base Prospectus”) and under the caption “Description of the Notes–Redemption upon Tax Event” in the Prospectus Supplement dated the date hereof relating to the Designated Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).
SINKING FUND PROVISIONS:
None.
SCHEDULE II - Page 2
OTHER PROVISIONS:
As to be set forth in the Prospectus.
TIME OF DELIVERY:
10:00 a.m. (New York City time) on July 27, 2009.
CLOSING LOCATION:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
NAMES AND ADDRESSES OF REPRESENTATIVES:
Banc of America Securities LLC
Bank of America Tower
One Bryant Park
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
ADDRESSES FOR NOTICES:
Banc of America Securities LLC
Bank of America Tower
One Bryant Park
New York, New York 10036
Attention: High Grade Debt Capital Markets Transaction Management/Legal
Fax: (212) ###-###-####
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel
Fax: (212) ###-###-####
SCHEDULE II - Page 3
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Registration Department
Fax: (212) ###-###-####
UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Fixed Income Syndicate
Fax: (203) ###-###-####
APPLICABLE TIME
(For purposes of Sections 2(d) and 8(c) of the Underwriting Agreement):
2:00 p.m. (New York City time) on July 20, 2009.
LIST OF FREE WRITING PROSPECTUSES
(Pursuant to Section 2(f) of Underwriting Agreement):
Final Term Sheet, dated July 20, 2009, 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 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 |
SCHEDULE II - Page 4
| 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, 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. |
SCHEDULE II - Page 5
| (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. |
| (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; |
SCHEDULE II - Page 6
| (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 eighth paragraph of text under the caption “Underwriting” in the Prospectus Supplement relating to market-making activities by the Underwriters. |
| (H) | Notwithstanding any provision of this Pricing Agreement, the Underwriting Agreement or the Indenture to the contrary, the Designated Securities will constitute part of the same series of Securities as the $1,500,000,000 6.200% Notes Due 2038 issued and sold by the Company on April 15, 2008 (the “Original Notes”). Without limiting the generality of the preceding sentence, the Designated Securities to be issued and sold pursuant to this Pricing Agreement will bear the same CUSIP (931142CM3), ISIN (US931142CM31) and Common Code (035812288) numbers as the Original Notes. |
| (I) | Standard Chartered Bank will provide to the Company a letter confirming the accuracy of the information contained in the first paragraph of text under “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). |
| (J) | Banca IMI S.p.A. will provide to the Company a letter confirming the accuracy of the information contained in the first paragraph of text under “Underwriting–Other Matters” in the Prospectus Supplement (i.e., that Banca IMI S.p.A. 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 7
ANNEX I
FINAL TERM SHEET
Dated July 20, 2009
WAL-MART STORES, INC.
$500,000,000 6.200% Notes Due 2038
| Name of Issuer: | Wal-Mart Stores, Inc. | |
| Title of Securities: | 6.200% Notes Due 2038 | |
| Aggregate Principal Amount: | $500,000,000 | |
| The Notes will be part of the same series of notes as $1,500,000,000 aggregate principal amount of 6.200% Notes Due 2038 as issued and sold by the Issuer on April 15, 2008 (See Prospectus Supplement dated April 8, 2008 relating to such series) | ||
| Issue Price (Price to Public): | 106.001% of principal amount | |
| The above issue price does not include accrued interest from April 15, 2009 to the Settlement Date totaling $8,783,333.33 in the aggregate, which is payable by purchasers | ||
| Maturity: | April 15, 2038 | |
| Coupon (Interest Rate): | 6.200% | |
| Benchmark Treasury: | U.S. Treasury 3.500% due February 15, 2039 | |
| Spread to Benchmark Treasury: | 130 basis points | |
| Benchmark Treasury Price and Yield: | 84-06; 4.469% | |
| Yield to Maturity: | 5.769% | |
| Interest Payment Dates: | April 15 and October 15 of each year, with the initial payment of interest on the Notes to be made on October 15, 2009 | |
| Interest Payment Record Dates: | April 1 and October 1 of each year | |
ANNEX I - Page 1
| Redemption Provisions: | No mandatory redemption provisions Wal-Mart may, at its option, redeem the Notes upon the occurrence of certain events relating to U.S. taxation | |
| Sinking Fund Provisions: | None | |
| Legal Format: | SEC registered | |
| Net Proceeds to Wal-Mart (including accrued interest from April 15, 2009 to the Settlement Date, but after underwriting discounts and commissions and before offering expenses): | $534,413,333.33 | |
| Settlement Date: | T + 5; July 27, 2009 | |
| Joint Book-Running Managers: | Banc of America Securities LLC Citigroup Global Markets Inc. Goldman, Sachs & Co. UBS Securities LLC | |
| Selling Restrictions: | European Economic Area, United Kingdom, Hong Kong, Japan, Singapore | |
| CUSIP: | 931142CM3 | |
| ISIN: | US931142CM31 | |
| Common Code: | 035812288 | |
Ratings: Ratings for Wal-Mart’s long-term debt securities: S&P, AA; Moody’s, Aa2; Fitch, AA; and DBRS, AA.
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.
ANNEX I - Page 2
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 participating in this offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at ###-###-####, Citigroup Global Markets Inc. toll-free at ###-###-####, Goldman, Sachs & Co. toll-free at ###-###-#### or UBS Securities LLC toll-free at ###-###-####, ext. 337-1008.
ANNEX I - Page 3
