The Walt Disney Company (“TWDC”) (NYSE: DIS) announces the
extension of the expiration date of the offers to exchange (the
“Exchange Offers”) any and all outstanding notes (the “21CFA
Notes”) issued by 21st Century Fox America, Inc. (“21CFA”) for up
to $18,128,740,000 aggregate principal amount of new notes to be
issued by TWDC Holdco 613 Corp. (“New Disney”, and such new notes,
the “New Disney Notes”) and cash and the related consent
solicitations (the “Consent Solicitations”) being made by New
Disney on behalf of 21CFA to adopt certain proposed amendments (the
“Proposed Amendments”) to the indentures governing the 21CFA Notes
(the “21CFA Indentures”). New Disney hereby extends such expiration
date from 5:00 p.m., New York City time, on January 28, 2019, to
5:00 p.m., New York City time, on February 1, 2019 (as the same may
be further extended, the “Expiration Date”).
As of 5:00 p.m., New York City time, on January 17, 2019, the
principal amounts of 21CFA Notes set forth in the table below had
been validly tendered and not validly withdrawn:
Title of Series/CUSIP Number of
21CFA Notes
AggregatePrincipal
AmountOutstanding
21CFA Notes Tendered as of 5:00 p.m.
NewYork City time on January 17, 2019
PrincipalAmount
Percentage
6.900% Senior Notes due 2019 / 90131HAN5 $ 700,000,000 $
578,515,000 82.65 % 5.650% Senior Notes due 2020 / 90131HAP0 /
652482BV1 / U65249AS0 / U88803AC2 $ 400,000,000 $ 371,095,000 92.77
% 4.500% Senior Notes due 2021 / 90131HAQ8 $ 1,000,000,000 $
840,605,000 84.06 % 3.000% Senior Notes due 2022 / 90131HAR6 $
1,000,000,000 $ 902,249,000 90.22 % 8.875% Senior Debentures due
2023 / 90131HAS4 $ 250,000,000 $ 193,461,000 77.38 % 4.000% Senior
Notes due 2023 / 90131HAA3 $ 300,000,000 $ 278,669,000 92.89 %
7.750% Senior Debentures due 2024 / 90131HAT2 / 652478AR9 $
200,000,000 $ 178,491,000 89.25 % 7.750% Senior Debentures due 2024
/ 90131HAU9 / 652478AU2 $ 90,000,000 $ 64,912,000 72.12 % 9.500%
Senior Debentures due 2024 / 90131HAV7 $ 200,000,000 $ 186,702,000
93.35 % 3.700% Senior Notes due 2024 / 90131HAE5 / 90131HAC9 /
U88803AA6 $ 600,000,000 $ 571,097,000 95.18 % 8.500% Senior
Debentures due 2025 / 90131HAW5 $ 200,000,000 $ 172,824,000 86.41 %
3.700% Senior Notes due 2025 / 90131HBW4 $ 600,000,000 $
579,235,000 96.54 % 7.700% Senior Debentures due 2025 / 90131HAX3 $
250,000,000 $ 223,268,000 89.31 % 7.430% Senior Debentures due 2026
/ 90131HAY1 $ 240,000,000 $ 230,913,000 96.21 % 3.375% Senior Notes
due 2026 / 90131HCB9 / 90131HCA1 / U88803AF5 $ 450,000,000 $
427,220,000 94.94 % 7.125% Senior Debentures due 2028 / 90131HAZ8 $
200,000,000 $ 180,319,000 90.16 % 7.300% Senior Debentures due 2028
/ 90131HBA2 $ 200,000,000 $ 195,814,000 97.91 % 7.280% Senior
Debentures due 2028 / 90131HBB0 $ 200,000,000 $ 192,805,000 96.40 %
7.625% Senior Debentures due 2028 / 90131HBC8 $ 200,000,000 $
188,275,000 94.14 % 6.550% Senior Notes due 2033 / 90131HBD6 $
350,000,000 $ 308,603,000 88.17 % 8.450% Senior Debentures due 2034
/ 90131HBE4 $ 200,000,000 $ 178,442,000 89.22 % 6.200% Senior Notes
due 2034 / 90131HBF1 / 652482BH2 $ 1,000,000,000 $ 935,802,000
93.58 % 6.400% Senior Notes due 2035 / 90131HBG9 / 90131HBH7 /
U65249AM3 $ 1,150,000,000 $ 1,007,610,000 87.62 % 8.150% Senior
Debentures due 2036 / 90131HBJ3 $ 300,000,000 $ 289,251,000 96.42 %
6.150% Senior Notes due 2037 / 90131HBK0 $ 1,000,000,000 $
882,059,000 88.21 % 6.650% Senior Notes due 2037 / 90131HBL8 $
1,250,000,000 $ 1,112,645,000 89.01 % 6.750% Senior Debentures due
2038 / 90131HBM6 $ 248,740,000 $ 206,403,000 82.98 % 7.850% Senior
Notes due 2039 / 90131HBN4 $ 300,000,000 $ 255,743,000 85.25 %
6.900% Senior Notes due 2039 / 90131HBP9 $ 600,000,000 $
550,646,000 91.77 % 6.150% Senior Notes due 2041 / 90131HBQ7 $
1,500,000,000 $ 1,317,004,000 87.80 % 5.400% Senior Notes due 2043
/ 90131HAB1 $ 700,000,000 $ 670,722,000 95.82 % 4.750% Senior Notes
due 2044 / 90131HAH8 / 90131HAF2 / U88803AB4 $ 600,000,000 $
573,244,000 95.54 % 4.950% Senior Notes due 2045 / 90131HBZ7 $
400,000,000 $ 383,856,000 95.96 % 7.750% Senior Debentures due 2045
/ 90131HBR5 $ 600,000,000 $ 518,751,000 86.46 % 4.750% Senior Notes
due 2046 / 90131HCD5 $ 400,000,000 $ 396,623,000 99.16 % 7.900%
Senior Debentures due 2095 / 90131HBS3 $ 150,000,000 $ 80,861,000
53.91 % 8.250% Senior Debentures due 2096 / 90131HBT1 $ 100,000,000
$ 51,631,000 51.63 %
Tenders of 21CFA Notes made pursuant to the Exchange Offers (but
not consents delivered pursuant to the Consent Solicitations) may
be validly withdrawn at or prior to the Expiration Date.
Supplemental indentures effecting the Proposed Amendments
relating to the 21CFA Notes were executed on October 22, 2018. Such
supplemental indentures were valid and enforceable upon execution
but will only become operative upon the settlement of the Exchange
Offers and Consent Solicitations. As a result, the Proposed
Amendments effected by the supplemental indentures will be deemed
to be revoked retroactive to the date thereof if the Exchange
Offers and Consent Solicitations are terminated or withdrawn prior
to settlement.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
October 5, 2018 (as amended by a supplement dated October 15, 2018,
the “offering memorandum and consent solicitation statement”) and
the related letter of transmittal (as amended by a supplement dated
October 15, 2018, the “letter of transmittal”), each as amended by
the related press releases dated October 29, 2018, November 27,
2018, January 8, 2019 and as amended hereby, and are conditioned
upon the closing of New Disney’s acquisition (the “Acquisition”) of
Twenty-First Century Fox (“21CF”), which condition may not be
waived by New Disney, and certain other conditions that may be
waived by New Disney.
The settlement of the Exchange Offers and Consent Solicitations
is expected to occur promptly, but at least two business days,
after the Expiration Date and is expected to occur on or about the
closing date of the Acquisition. The closing of the Acquisition is
expected to occur in the first half of calendar year 2019 and, as a
result, the Expiration Date may be further extended one or more
times. TWDC currently anticipates providing notice of any such
extension in advance of the Expiration Date. If, at the Expiration
Date, the conditions to the Exchange Offers and Consent
Solicitations (other than the consummation of the Acquisition) have
been satisfied or waived, then settlement will occur on or about
the date the Acquisition is consummated. If the Acquisition is not
consummated, or settlement does not otherwise occur, promptly
following the Expiration Date, then the 21CFA Notes will be
promptly returned to the tendering holders and the Proposed
Amendments will be deemed to be revoked retroactive to the date of
the supplemental indentures.
Each series of New Disney Notes will have the same interest
payment dates and regular record dates as the corresponding series
of 21CFA Notes, provided that if the regular record date for the
first interest payment date of any series of New Disney Notes would
be a date prior to the settlement date, the record date for such
first interest payment date will be the day immediately preceding
such first interest payment date.
Except as described in this press release, all other terms of
the Exchange Offers and Consent Solicitations remain unchanged.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of 21CFA
Notes who complete and return an eligibility form confirming that
they are either a “qualified institutional buyer” under Rule 144A
or not a “U.S. person” and outside the United States under
Regulation S for purposes of applicable securities laws. Except as
amended by press releases dated October 29, 2018, November 27,
2018, January 8, 2019 and as amended hereby, the complete terms and
conditions of the Exchange Offers and Consent Solicitations are
described in the offering memorandum and consent solicitation
statement and letter of transmittal, copies of which may be
obtained by contacting Global Bondholder Services Corporation, the
exchange agent and information agent in connection with the
Exchange Offers and Consent Solicitations, at (866) 470-3900 (U.S.
toll-free) or (212) 430-3774 (banks and brokers). The eligibility
form is available electronically at:
http://gbsc-usa.com/eligibility/disney.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the offering memorandum and consent
solicitation statement and letter of transmittal and only to such
persons and in such jurisdictions as is permitted under applicable
law.
The New Disney Notes offered in the Exchange Offers have not
been registered under the Securities Act of 1933, as amended, or
any state securities laws. Therefore, the New Disney Notes may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and any applicable state
securities laws.
Cautionary Notes on Forward Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect”, “anticipate”, “intend”, “plan”,
“believe”, “seek”, “see”, “will”, “would”, “target”, similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the Acquisition and the anticipated benefits
thereof and the expected timing of completion of the Exchange
Offers and the Consent Solicitations. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements, including the failure to consummate
the Acquisition or to make any filing or take other action required
to consummate such transaction in a timely matter or at all.
Important risk factors that may cause such a difference include,
but are not limited to the risk: (i) that the completion of the
Acquisition may not occur on the anticipated terms and timing or at
all, (ii) that the regulatory approvals required for completion of
the Acquisition are not obtained, or that in order to obtain such
regulatory approvals, conditions are imposed that adversely affect
the anticipated benefits from the Acquisition or cause the parties
to abandon the Acquisition, (iii) that a condition to closing of
the Acquisition may not be satisfied (including, but not limited
to, the receipt of legal opinions with respect to the treatment of
certain aspects of the Acquisition under U.S. and Australian tax
laws), (iv) that the anticipated tax treatment of the Acquisition
is not obtained, (v) that potential litigation relating to the
Acquisition is instituted against 21CF, TWDC, New Disney or their
respective directors, (vi) of unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition and losses
on the future prospects, business and management strategies for the
management, expansion and growth of New Disney’s operations after
the consummation of the Acquisition and on the other conditions to
the completion of the Acquisition, and (vii) of adverse legal and
regulatory developments or determinations or adverse changes in, or
interpretations of, U.S., Australian or other foreign laws, rules
or regulations, including tax laws, rules and regulations, that
could delay or prevent completion of the Acquisition or cause the
terms of the Acquisition to be modified, as well as management’s
response to any of the aforementioned factors.
Additional factors are set forth in TWDC’s Annual Report on Form
10-K for the year ended September 29, 2018 under Item 1A, “Risk
Factors”, and in subsequent reports.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190118005090/en/
Media Contact:David
Jeffersondavid.j.jefferson@disney.com818-560-4832
Investor Contact:Lowell
Singerlowell.singer@disney.com818-560-6601
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