The Walt Disney Company (“TWDC”) (NYSE: DIS) announces that the
requisite number of consents have been received to adopt proposed
amendments with respect to all outstanding notes of 21st Century
Fox America, Inc. (“21CFA”). The results are based on early tenders
in the (i) offers to exchange (the “Exchange Offers”) any and all
outstanding notes (the “21CFA Notes”) issued by 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 (ii) 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”).
21CFA has executed supplemental indentures to the 21CFA
Indentures that contain the Proposed Amendments and those
amendments will become operative only upon the settlement of the
Exchange Offers, with the result that the Proposed Amendments
effected by the supplemental indentures will be deemed to be
revoked retroactive to the date thereof if the Exchange Offers are
terminated or withdrawn prior to settlement. The settlement is
expected to occur promptly after the Expiration Date (as defined
below) and on or about the closing date of New Disney’s acquisition
(the “Acquisition”) of Twenty-First Century Fox, Inc. (“21CF”).
Holders who tendered and did not validly withdraw 21CFA Notes at
or prior to the Early Tender Date will be eligible to receive, in
exchange for each $1,000 principal amount of 21CFA Notes, (a)
$1,000 principal amount of New Disney Notes of the applicable
series and (b) $1.00 in cash. Each such holder will receive the
$1.00 cash payment for each $1,000 principal amount of 21CFA Notes
on the settlement date for the Exchange Offers, even if on such
settlement date such person is no longer the beneficial owner of
such 21CFA Notes.
As of 5:00 p.m., New York City time, on October 19, 2018 (the
“Early Tender Date”), the principal amounts of 21CFA Notes set
forth in the table below had been validly tendered and not validly
withdrawn (and consents thereby validly given and not validly
revoked). Accordingly, pursuant to the amended terms and conditions
of the Exchange Offers and Consent Solicitations announced on
October 15, 2018 (the “Amended Terms”):
(1) 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; and (2) the exchange consideration for each $1,000
principal amount of 21CFA Notes tendered after the Early Tender
Date and not validly withdrawn at or prior to the Expiration Date
will equal $1,000 principal amount of New Disney Notes of the
applicable series.
Holders who tender 21CFA Notes after the Early Tender Date will
not be eligible to receive the $1.00 cash payment for each $1,000
principal amount of 21CFA Notes described above.
Title of Series/CUSIP Number of 21st Century Fox America, Inc.
Notes
AggregatePrincipal
AmountOutstanding
21CFA Notes Tendered at Early Tender Date
Principal
Amount
Percentage
6.900% Senior Notes due 2019 / 90131HAN5 $ 700,000,000 $
609,162,000 87.02 % 5.650% Senior Notes due 2020 / 90131HAP0 /
652482BV1 / U65249AS0 / U88803AC2 $ 400,000,000 $ 372,155,000 93.04
% 4.500% Senior Notes due 2021 / 90131HAQ8 $ 1,000,000,000 $
863,054,000 86.31 % 3.000% Senior Notes due 2022 / 90131HAR6 $
1,000,000,000 $ 915,000,000 91.50 % 8.875% Senior Debentures due
2023 / 90131HAS4 $ 250,000,000 $ 200,883,000 80.35 % 4.000% Senior
Notes due 2023 / 90131HAA3 $ 300,000,000 $ 283,134,000 94.38 %
7.750% Senior Debentures due 2024 / 90131HAT2 / 652478AR9 $
200,000,000 $ 179,188,000 89.59 % 7.750% Senior Debentures due 2024
/ 90131HAU9 / 652478AU2 $ 90,000,000 $ 67,947,000 75.50 % 9.500%
Senior Debentures due 2024 / 90131HAV7 $ 200,000,000 $ 187,149,000
93.57 % 3.700% Senior Notes due 2024 / 90131HAE5 / 90131HAC9 /
U88803AA6 $ 600,000,000 $ 577,086,000 96.18 % 8.500% Senior
Debentures due 2025 / 90131HAW5 $ 200,000,000 $ 171,471,000 85.74 %
3.700% Senior Notes due 2025 / 90131HBW4 $ 600,000,000 $
592,136,000 98.69 % 7.700% Senior Debentures due 2025 / 90131HAX3 $
250,000,000 $ 227,506,000 91.00 % 7.430% Senior Debentures due 2026
/ 90131HAY1 $ 240,000,000 $ 230,915,000 96.21 % 3.375% Senior Notes
due 2026 / 90131HCB9 / 90131HCA1 / U88803AF5 $ 450,000,000 $
427,198,000 94.93 % 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 $ 195,869,000 97.93 % 7.280% Senior
Debentures due 2028 / 90131HBB0 $ 200,000,000 $ 194,805,000 97.40 %
7.625% Senior Debentures due 2028 / 90131HBC8 $ 200,000,000 $
189,034,000 94.52 % 6.550% Senior Notes due 2033 / 90131HBD6 $
350,000,000 $ 316,818,000 90.52 % 8.450% Senior Debentures due 2034
/ 90131HBE4 $ 200,000,000 $ 184,782,000 92.39 % 6.200% Senior Notes
due 2034 / 90131HBF1 / 652482BH2 $ 1,000,000,000 $ 982,824,000
98.28 % 6.400% Senior Notes due 2035 / 90131HBG9 / 90131HBH7 /
U65249AM3 $ 1,150,000,000 $ 1,115,302,000 96.98 % 8.150% Senior
Debentures due 2036 / 90131HBJ3 $ 300,000,000 $ 290,021,000 96.67 %
6.150% Senior Notes due 2037 / 90131HBK0 $ 1,000,000,000 $
992,127,000 99.21 % 6.650% Senior Notes due 2037 / 90131HBL8 $
1,250,000,000 $ 1,204,565,000 96.37 % 6.750% Senior Debentures due
2038 / 90131HBM6 $ 248,740,000 $ 219,059,000 88.07 % 7.850% Senior
Notes due 2039 / 90131HBN4 $ 300,000,000 $ 292,984,000 97.66 %
6.900% Senior Notes due 2039 / 90131HBP9 $ 600,000,000 $
585,873,000 97.65 % 6.150% Senior Notes due 2041 / 90131HBQ7 $
1,500,000,000 $ 1,393,701,000 92.91 % 5.400% Senior Notes due 2043
/ 90131HAB1 $ 700,000,000 $ 670,295,000 95.76 % 4.750% Senior Notes
due 2044 / 90131HAH8 / 90131HAF2 / U88803AB4 $ 600,000,000 $
584,406,000 97.40 % 4.950% Senior Notes due 2045 / 90131HBZ7 $
400,000,000 $ 398,041,000 99.51 % 7.750% Senior Debentures due 2045
/ 90131HBR5 $ 600,000,000 $ 555,820,000 92.64 % 4.750% Senior Notes
due 2046 / 90131HCD5 $ 400,000,000 $ 399,644,000 99.91 % 7.900%
Senior Debentures due 2095 / 90131HBS3 $ 150,000,000 $ 97,524,000
65.02 % 8.250% Senior Debentures due 2096 / 90131HBT1 $ 100,000,000
$ 56,388,000 56.39 %
All eligible holders whose 21CFA Notes are validly tendered and
accepted for exchange in the Exchange Offers and Consent
Solicitations will also receive a cash payment equal to the accrued
and unpaid interest on their 21CFA Notes accepted for exchange from
the last interest payment date of the applicable 21CFA Notes
preceding the settlement date up to but excluding the settlement
date.
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”), and are conditioned
upon the closing of the Acquisition, which condition may not be
waived by New Disney, and certain other conditions that may be
waived by New Disney. The Exchange Offers and Consent Solicitations
will expire at 12:01 a.m., New York City time, on November 5, 2018
(as the same may be extended, the “Expiration Date”). The
settlement date for the Exchange Offers is expected to occur
promptly 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 extended one or
more times. TWDC currently anticipates providing notice of any such
extension in advance of the Expiration Date.
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. 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 are 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, expected timing of completion of the Exchange Offers and
receipt of requisite consents in 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 30, 2017 under Item 1A, “Risk
Factors”, in TWDC’s Report on Form 10-Q for the quarter ended
December 30, 2017 under Item 1A, “Risk Factors”, in TWDC’s Report
on Form 10-Q for the quarter ended June 30, 2018 under Item 1A,
“Risk Factors”, and in subsequent reports.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181022005291/en/
The Walt Disney CompanyMedia Contact:David
Jeffersondavid.j.jefferson@disney.com818-560-4832orInvestor
Contact:Lowell Singerlowell.singer@disney.com818-560-6601
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