Wal-Mart 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 14, 2009
Wal-Mart Stores, Inc.
(Exact name of registrant as specified in its charter)
702 Southwest 8th Street
Bentonville, Arkansas 72716-0215
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Wal-Mart Stores, Inc. (the Company) and Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., BBVA Securities Inc., Wachovia Capital Markets, LLC and the other several underwriters named in Schedule I to the Pricing Agreement (as defined below) (the Underwriters), have entered into a Pricing Agreement, dated May 14, 2009 (the Pricing Agreement), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $1,000,000,000 aggregate principal amount of the Companys 3.20% Notes Due 2014 (the Notes). The Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated May 14, 2009 (the Underwriting Agreement), between the Company, and as to the issuance and sale of the Notes, the Underwriters.
The Company and the Underwriters expect to consummate the sale and purchase of the Notes pursuant to the Pricing Agreement on May 21, 2009. The Notes will be sold to the public at an issue price of 99.987% of the aggregate principal amount thereof ($999,870,000 in proceeds before underwriting commissions and transaction expenses). The net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before transaction expenses of the sale of the Notes, will be $996,370,000.
The Notes will constitute part of the Companys newly created series of 3.20% Notes Due 2014 (the 2014 Series). The Notes will be senior unsecured debt securities of the Company and will rank equally with all of the other senior, unsecured debt obligations of the Company. The 2014 Series was created and established, and its terms and conditions were established, by action of the Company and an authorized officer of the Company pursuant to, and in accordance with, the terms of the Indenture, dated as of July 19, 2005, as supplemented (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee). The terms of the Notes are as set forth in the Indenture and in the form of the Global Notes (referred to below) that will represent the Notes.
The material terms of the Notes are described in the prospectus supplement of the Company dated May 14, 2009, which relates to the offer and sale of the Notes (the Prospectus Supplement), and the Companys prospectus dated January 14, 2009, which prospectus relates to the offer and sale from time to time of an indeterminate amount of the Companys debt securities (the Prospectus). The Prospectus Supplement, together with the Prospectus, was filed by the Company with the Securities and Exchange Commission (the Commission) on May 18, 2009 pursuant to Rule 424(b)(2) under the U.S. Securities Act of 1933, as amended (the Securities Act), in connection with the offer and sale of the Notes. A Final Term Sheet, dated May 14, 2009, relating to the Notes was filed with the Commission pursuant to Rule 433 under the Securities Act on May 14, 2009.
The Notes will be delivered in book-entry form only. The 2014 Notes will be represented by two global notes, each in the principal amount of $500,000,000 (the Global Notes). Each Global Note will be payable to Cede & Co., as nominee of The Depository Trust Company. Each Global Note will be executed by the Company and authenticated by the Trustee in accordance with the Indenture.
Filed as exhibits to this Current Report on Form 8-K are (i) the Pricing Agreement, (ii) the Underwriting Agreement, (iii) the Series Terms Certificate Pursuant to Section 3.01 of the Indenture Relating to 3.20% Notes Due 2014, which was executed in accordance with the Indenture and which evidences the establishment of the terms and conditions of the 2014 Series in accordance with the Indenture, (iv) the form of the Global Notes, and (v) the opinion of Andrews Kurth LLP, counsel to the Company, regarding the legality of the Notes.
The Company is offering and selling the Notes under the Companys Registration Statement on Form S-3 (File No. 333-156724), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Companys debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission in connection with the Registration Statement the documents and instruments attached hereto as exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 20, 2009
INDEX TO EXHIBITS