|
Exhibit
1(a)
PRICING
AGREEMENT
April 8, 2008
Citigroup Global Markets Inc.
Credit Suisse Securities (USA)
LLC
Goldman, Sachs & Co.
Greenwich Capital Markets,
Inc.
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
Credit Suisse Securities (USA)
LLC
Eleven Madison Avenue
New York, New York 10010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Greenwich Capital Markets,
Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
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 April 8, 2008 (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/ Charles M. Holley,
Jr.
|
| Name: |
|
Charles
M. Holley, Jr. |
| Title: |
|
Executive
Vice President, Finance and Treasurer |
|
|
|
|
Accepted as of the date
hereof:
|
|
|
CITIGROUP GLOBAL MARKETS INC.
|
|
|
| By: |
|
/s/ Brian
Bednarski
|
| Name: |
|
Brian
Bednarski |
| Title: |
|
Managing
Director |
|
|
CREDIT SUISSE SECURITIES (USA)
LLC
|
|
|
| By: |
|
/s/ Helena Willner
|
| Name: |
|
Helena
Willner |
| Title: |
|
Director |
|
|
GOLDMAN, SACHS & CO.
|
|
|
| By: |
|
/s/ Goldman, Sachs &
Co.
|
|
|
(Goldman,
Sachs & Co.) |
|
|
GREENWICH CAPITAL MARKETS,
INC.
|
|
|
| By: |
|
/s/ Moshe
Tomkiewicz
|
| Name: |
|
Moshe
Tomkiewicz |
| Title: |
|
Managing
Director |
For themselves and as Representatives of
the several
Underwriters named in Schedule I
hereto
SCHEDULE I
|
|
|
|
|
|
|
|
Underwriter
|
|
Principal Amount of
4.250% Notes
Due 2013 to be
Purchased |
|
Principal Amount of
6.200% Notes
Due 2038 to be
Purchased |
|
Citigroup Global Markets Inc.
|
|
$ |
180,000,000 |
|
$ |
270,000,000 |
|
Credit Suisse Securities (USA)
LLC
|
|
|
180,000,000 |
|
|
270,000,000 |
|
Goldman, Sachs & Co.
|
|
|
180,000,000 |
|
|
270,000,000 |
|
Greenwich Capital Markets,
Inc.
|
|
|
180,000,000 |
|
|
270,000,000 |
|
Banc of America Securities
LLC
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Barclays Capital Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
BBVA Securities, Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
BNP Paribas Securities Corp.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Deutsche Bank Securities Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Dresdner Kleinwort Securities
LLC
|
|
|
16,500,000 |
|
|
24,750,000 |
|
HSBC Securities (USA) Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
J.P. Morgan Securities Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Lehman Brothers Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Mitsubishi UFJ Securities International
plc
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Mizuho Securities USA Inc.
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Morgan Stanley & Co.
Incorporated
|
|
|
16,500,000 |
|
|
24,750,000 |
|
Santander Investment Securities
Inc.
|
|
|
20,500,000 |
|
|
22,960,000 |
|
Standard Chartered Bank
|
|
|
20,500,000 |
|
|
22,960,000 |
|
TD Securities (USA) LLC
|
|
|
20,500,000 |
|
|
22,960,000 |
|
UBS Securities LLC
|
|
|
0 |
|
|
31,160,000 |
|
Wachovia Capital Markets, LLC
|
|
|
20,500,000 |
|
|
22,960,000 |
|
|
|
|
|
|
|
|
TOTAL
|
|
$ |
1,000,000,000 |
|
$ |
1,500,000,000 |
|
|
|
|
|
|
|
SCHEDULE I - Page
1
SCHEDULE II
TITLE OF DESIGNATED
SECURITIES:
4.250% Notes Due 2013 (the
“2013 Notes”); and
6.200% Notes Due 2038 (the
“2038 Notes” and, together with the 2013 Notes, the
“Designated Securities”).
AGGREGATE PRINCIPAL AMOUNT:
In the case of the 2013
Notes, $1,000,000,000; and
in the case of the 2038
Notes, $1,500,000,000.
PRICE TO PUBLIC:
In the case of the 2013
Notes, 99.759% of the principal amount of the 2013 Notes;
and
in the case of the 2038
Notes, 99.703% of the principal amount of the 2038
Notes.
PURCHASE PRICE TO
UNDERWRITERS:
In the case of the 2013
Notes, 99.409% of the principal amount of the 2013 Notes, plus
accrued interest, if any from April 15, 2008; and the selling
concession shall be 0.200% and the reallowance concession shall be
0.100%, in each case, of the principal amount of the 2013 Notes;
and
in the case of the 2038
Notes, 98.828% of the principal amount of the 2038 Notes, plus
accrued interest, if any from April 15, 2008; 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 2038
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 Trust Company, N.A., as
Trustee.
MATURITY:
In the case of the 2013
Notes, April 15, 2013; and
in the case of the 2038
Notes, April 15, 2038.
SCHEDULE II - Page
1
INTEREST RATE:
In the case of the 2013
Notes, 4.250% from and including April 15, 2008;
and
in the case of the 2038
Notes, 6.200% from and including April 15, 2008.
INTEREST PAYMENT DATES:
April 15 and
October 15 of each year, beginning on October 15, 2008,
in the case of all of the Designated Securities.
INTEREST PAYMENT RECORD
DATES:
April 1 and
October 1 of each year, in the case of all of the Designated
Securities.
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 December 21,
2005 (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 April 15, 2008, 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
Credit Suisse Securities
(USA) LLC
Eleven Madison
Avenue
New York, New York
10010
Goldman, Sachs &
Co.
85 Broad Street
New York, New York
10004
Greenwich Capital Markets,
Inc.
600 Steamboat Road
Greenwich, Connecticut
06830
ADDRESSES FOR NOTICES:
Citigroup Global Markets
Inc.
388 Greenwich Street,
34 th Floor
New York, New York
10013
Attention: Transaction
Execution Group
Fax:
(646) 291-5209
Credit Suisse Securities
(USA) LLC
Eleven Madison
Avenue
New York, New York
10010
Attention: IBD Legal
Group
Fax:
(212) 325-4296
SCHEDULE II - Page
3
Goldman, Sachs &
Co.
85 Broad Street
New York, New York
10004
Attention: Registration
Department
Fax:
(212) 902-3000
Greenwich Capital Markets,
Inc.
600 Steamboat Road
Greenwich, Connecticut
06830
Attention: Debt Capital
Markets Syndicate
Fax:
(203) 422-4534
APPLICABLE TIME
(For purposes of Sections 2(d) and 8(c)
of the Underwriting Agreement):
1:35 p.m. (New York City
time) on April 8, 2008, in the case of all of the
Design
|
