The Walt Disney Company (“Disney”)
(NYSE: DIS) announced today the commencement of an offering (the
“Offering”) of one or more series of
its floating rate senior unsecured notes and fixed rate senior
unsecured notes (collectively, the “New
Notes”) pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission (the
“SEC”). The New Notes would be
guaranteed by TWDC Enterprises 18 Corp., a subsidiary of
Disney.
Disney intends to use the net proceeds from the Offering (i) to
pay the cash consideration in the Tender Offers (as defined below),
subject, in the case of the tender offer for the Disney Notes (as
defined below), to the Maximum Disney Tender Cap (as defined
below), any accrued and unpaid interest with respect to the Tender
Offers and related fees and expenses, (ii) prepay in full the
aggregate principal amount outstanding under the 364-Day Credit
Agreement, dated as of March 15, 2019, among Disney, as the
borrower, the lenders party thereto, Citibank, N.A., as a
co-administrative agent, and JPMorgan Chase Bank, N.A., as a
co-administrative agent and as the designated agent, and (iii) for
general corporate purposes. The Offering is not conditioned on the
completion of the Tender Offers.
The Tender Offers
Concurrently with the commencement of the Offering, Disney and
its indirect subsidiary, 21st Century Fox America, Inc.
(“21CFA”), have commenced cash tender
offers (each, a “Tender Offer”) to
purchase outstanding notes of Disney listed in the table below (the
“Disney Notes”), subject to the
Maximum Disney Tender Cap and in the order of priority shown in the
table below, and any and all outstanding debt securities of 21CFA
(the “21CFA Notes” and together with
the Disney Notes, the “Tender Notes”
and each a “Series” of Tender
Notes).
The
Disney Notes
Issuer
Notes(1)
CUSIP Number
Principal Amount
Outstanding
Acceptance Priority
Level
Maximum Disney Tender
Cap
Early Tender
Premium(2)
Reference Security
Bloomberg Reference
Page
Fixed Spread (bps)(3)
Disney
8.250% Notes due 2096
254687FE1 U25497BN4
$93,881,000
1
$1,750,000,000
$30.00
2.875% UST due 05/15/2049
FIT1
190 bps
Disney
7.900% Notes due 2095
254687FC5 U25497BM6
$114,658,000
2
$30.00
2.875% UST due 05/15/2049
FIT1
190 bps
Disney
7.750% Notes due 2045
254687EY8 U25497BK0
$589,505,000
3
$30.00
2.875% UST due 05/15/2049
FIT1
120 bps
Disney
6.150% Notes due 2041
254687EQ5 U25497BF1
$1,488,657,000
4
$30.00
2.875% UST due 05/15/2049
FIT1
95 bps
Disney
8.150% Notes due 2036
254687EC6 U25497AZ8
$299,003,000
5
$30.00
2.875% UST due 05/15/2049
FIT1
105 bps
Disney
7.850% Notes due 2039
254687EL6 U25497BD6
$297,134,000
6
$30.00
2.875% UST due 05/15/2049
FIT1
105 bps
Disney
6.750% Notes due 2038
254687EJ1 U25497BC8
$234,684,000
7
$30.00
2.875% UST due 05/15/2049
FIT1
95 bps
Disney
6.900% Notes due 2039
254687EN2 U25497BE4
$588,117,000
8
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
Disney
6.150% Notes due 2037
254687EE2 U25497BA2
$990,309,000
9
$30.00
2.875% UST due 05/15/2049
FIT1
80 bps
Disney
6.400% Notes due 2035
254687EA0 U25497AY1
$1,115,433,000
10
$30.00
2.875% UST due 05/15/2049
FIT1
75 bps
Disney
6.650% Notes due 2037
254687EG7 U25497BB0
$1,234,237,000
11
$30.00
2.875% UST due 05/15/2049
FIT1
80 bps
Disney
5.400% Notes due 2043
254687ES1 U25497BG9
$683,836,000
12
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
Disney
8.450% Notes due 2034
254687DW3 U25497AW5
$194,866,000
13
$30.00
1.625% UST due 08/15/2029
FIT1
115 bps
________
(1)
The Total Consideration will be determined
taking into account the par call date, if applicable, for such
Series.
(2)
Per $1,000 principal amount of Disney
Notes validly tendered and not validly withdrawn and accepted for
purchase in the applicable Tender Offer at or prior to the Early
Tender Deadline (as defined herein); included in Total
Consideration.
(3)
Fixed Spread includes Early Tender
Premium.
The
21CFA Notes
Issuer
Notes(1)
CUSIP Number
Principal Amount
Outstanding
Early Tender
Premium(2)
Reference Security
Bloomberg Reference
Page
Fixed Spread (bps)
(3)
21CFA
5.650% Senior Notes due 2020
90131HAP0 652482BV1
$29,018,000
$30.00
1.75% UST due 07/13/2021
FIT1
55 bps
21CFA
4.500% Senior Notes due 2021
90131HAQ8
$136,676,000
$30.00
1.750% UST due 07/13/2021
FIT1
35 bps
21CFA
3.000% Senior Notes due 2022
90131HAR6
$78,176,000
$30.00
1.500% UST due 08/15/2022
FIT1
35 bps
21CFA
8.875% Senior Debentures due
2023
90131HAS4
$51,596,000
$30.00
1.750% UST due 07/31/2024
FIT1
80 bps
21CFA
4.000% Senior Notes due 2023
90131HAA3
$15,156,000
$30.00
1.750% UST due 07/31/2024
FIT1
70 bps
21CFA
7.750% Senior Debentures due
January 2024
90131HAT2 652478AR9
$13,671,000
$30.00
1.750% UST due 07/31/2024
FIT1
90 bps
21CFA
7.750% Senior Debentures due
February 2024
90131HAU9 652478AU2
$21,888,000
$30.00
1.750% UST due 07/31/2024
FIT1
85 bps
21CFA
9.500% Senior Debentures due
2024
90131HAV7
$7,255,000
$30.00
1.750% UST due 07/31/2024
FIT1
85 bps
21CFA
3.700% Senior Notes due 2024
90131HAE5 90131HAC9 U88803AA6
$22,684,000
$30.00
1.750% UST due 07/31/2024
FIT1
50 bps
21CFA
8.500% Senior Debentures due
2025
90131HAW5
$13,758,000
$30.00
1.750% UST due 07/31/2024
FIT1
85 bps
21CFA
3.700% Senior Notes due 2025
90131HBW4
$7,702,000
$30.00
1.750% UST due 07/31/2024
FIT1
65 bps
21CFA
7.700% Senior Debentures due
2025
90131HAX3
$11,916,000
$30.00
1.750% UST due 07/31/2024
FIT1
90 bps
21CFA
7.430% Senior Debentures due
2026
90131HAY1
$10,501,000
$30.00
1.625% UST due 08/15/2029
FIT1
95 bps
21CFA
3.375% Senior Notes due 2026
90131HCB9 90131HCA1 U88803AF5
$13,660,000
$30.00
1.625% UST due 08/15/2029
FIT1
55 bps
21CFA
7.125% Senior Debentures due
2028
90131HAZ8
$5,875,000
$30.00
1.625% UST due 08/15/2029
FIT1
95 bps
21CFA
7.300% Senior Debentures due
2028
90131HBA2
$4,418,000
$30.00
1.625% UST due 08/15/2029
FIT1
95 bps
21CFA
7.280% Senior Debentures due
2028
90131HBB0
$4,900,000
$30.00
1.625% UST due 08/15/2029
FIT1
100 bps
21CFA
7.625% Senior Debentures due
2028
90131HBC8
$12,211,000
$30.00
1.625% UST due 08/15/2029
FIT1
95 bps
21CFA
6.550% Senior Notes due 2033
90131HBD6
$7,653,000
$30.00
1.625% UST due 08/15/2029
FIT1
110 bps
21CFA
8.450% Senior Debentures due
2034
90131HBE4
$5,134,000
$30.00
1.625% UST due 08/15/2029
FIT1
115 bps
21CFA
6.200% Senior Notes due 2034
90131HBF1 652482BH2
$15,778,000
$30.00
1.625% UST due 08/15/2029
FIT1
115 bps
21CFA
6.400% Senior Notes due 2035
90131HBG9 90131HBH7 U65249AM3
$34,567,000
$30.00
2.875% UST due 05/15/2049
FIT1
75 bps
21CFA
8.150% Senior Debentures due
2036
90131HBJ3
$997,000
$30.00
2.875% UST due 05/15/2049
FIT1
105 bps
21CFA
6.150% Senior Notes due 2037
90131HBK0
$9,691,000
$30.00
2.875% UST due 05/15/2049
FIT1
80 bps
21CFA
6.650% Senior Notes due 2037
90131HBL8
$15,763,000
$30.00
2.875% UST due 05/15/2049
FIT1
80 bps
21CFA
6.750% Senior Debentures due
2038
90131HBM6
$14,056,000
$30.00
2.875% UST due 05/15/2049
FIT1
95 bps
21CFA
7.850% Senior Notes due 2039
90131HBN4
$2,866,000
$30.00
2.875% UST due 05/15/2049
FIT1
105 bps
21CFA
6.900% Senior Notes due 2039
90131HBP9
$11,883,000
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
21CFA
6.150% Senior Notes due 2041
90131HBQ7
$11,343,000
$30.00
2.875% UST due 05/15/2049
FIT1
95 bps
21CFA
5.400% Senior Notes due 2043
90131HAB1
$16,164,000
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
21CFA
4.750% Senior Notes due 2044
90131HAH8 90131HAF2 U88803AB4
$11,276,000
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
21CFA
4.950% Senior Notes due 2045
90131HBZ7
$699,000
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
21CFA
7.750% Senior Debentures due
2045
90131HBR5
$10,495,000
$30.00
2.875% UST due 05/15/2049
FIT1
120 bps
21CFA
4.750% Senior Notes due 2046
90131HCD5
$108,000
$30.00
2.875% UST due 05/15/2049
FIT1
90 bps
21CFA
7.900% Senior Debentures due
2095
90131HBS3
$35,342,000
$30.00
2.875% UST due 05/15/2049
FIT1
190 bps
21CFA
8.250% Senior Debentures due
2096
90131HBT1
$6,119,000
$30.00
2.875% UST due 05/15/2049
FIT1
190 bps
________
(1)
The Total Consideration will be determined
taking into account the par call date, if applicable, for such
Series.
(2)
Per $1,000 principal amount of 21CFA Notes
validly tendered and not validly withdrawn and accepted for
purchase in the applicable Tender Offer at or prior to the Early
Tender Deadline; included in Total Consideration.
(3)
Fixed Spread includes Early Tender
Premium.
The terms and conditions of the Tender Offers are described in a
separate Offer to Purchase dated September 3, 2019 (as it may be
amended or supplemented, the “Offer to
Purchase”) and related Letter of Transmittal (as it may be
amended or supplemented, the “Letter of
Transmittal”). The Tender Offers are subject to the
satisfaction of certain conditions as set forth in the Offer to
Purchase, including the receipt by Disney prior to the Expiration
Date (or Early Settlement Date, if the purchasers elect to have an
early settlement) of net proceeds of at least $2,000,000,000 from
the Offering. Subject to applicable law, the purchasers may waive
any and all of these conditions or extend, terminate or withdraw
the Tender Offer with respect to one or more Series of Tender Notes
and/or increase or decrease or eliminate the Maximum Disney Tender
Cap. The Tender Offers are not conditioned upon any minimum amount
of Tender Notes being tendered or the consummation of any Tender
Offer in respect of any Series of Tender Notes. Capitalized terms
used and not defined in this press release have the meanings given
to them in the Offer to Purchase.
The amounts of each Series of Disney Notes that are accepted for
purchase in the Tender Offer will be determined in accordance with
the priorities identified in the column “Acceptance Priority Level”
in the table above. Disney’s obligation to accept for purchase,
based on the Acceptance Priority Levels, and to pay for, Disney
Notes that are validly tendered and not validly withdrawn is
limited to as many of the Disney Notes as Disney can purchase up to
an aggregate purchase price (including principal and premium, but
excluding accrued interest) of $1,750,000,000 (as such amount may
be increased, decreased or eliminated pursuant to the terms of the
Offer to Purchase, the “Maximum Disney Tender
Cap”).
Any and all 21CFA Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline, or validly
tendered and not validly withdrawn after the Early Tender Deadline
but at or prior to the Expiration Date, as applicable, will be
accepted for purchase on the applicable Settlement Date, regardless
of (a) the aggregate purchase price of such 21CFA Notes or (b) the
application of the Acceptance Priority Levels or the Maximum Disney
Tender Cap.
The Tender Offers will expire at 11:59 p.m., New York City time,
on September 30, 2019 (as the same may be extended with respect to
one or more Series of Tender Notes, the “Expiration Date”). In order to receive the
applicable Total Consideration, Holders of Tender Notes must
validly tender and not validly withdraw their Tender Notes before
the Early Tender Deadline, which is 5:00 p.m., New York City time,
on September 16, 2019 (as the same may be extended with respect to
one or more Series of Tender Notes, the “Early Tender Deadline”). Holders of Tender Notes
who validly tender their Tender Notes after the Early Tender
Deadline and before the Expiration Date and whose Tender Notes are
accepted for purchase will receive only the applicable Purchase
Price, as fully described in the Offer to Purchase.
The applicable Total Consideration for each $1,000 in principal
amount of Tender Notes tendered and not withdrawn before the Early
Tender Deadline and accepted for purchase pursuant to the Tender
Offers will be determined in the manner described in the Offer to
Purchase. The consideration will be determined by reference to a
fixed spread specified for each Series of Tender Notes over the
yield based on the bid price of the applicable Reference Security
specified in the table above, as fully described in the Offer to
Purchase. The consideration will be calculated by the Dealer
Managers (as defined below) at 10:00 A.M., New York City time, on
September 17, 2019. The applicable Early Tender Premium for each
Series of Tender Notes is set forth in the table above. The
Purchase Price for the Tender Notes accepted for purchase pursuant
to the Tender Offers will be calculated by taking the Total
Consideration for the applicable Series of Tender Notes and
subtracting from it the Early Tender Premium for such Series. In
addition to the applicable Total Consideration or applicable
Purchase Price, as the case may be, accrued and unpaid interest
from the last interest payment date up to, but not including, the
applicable Settlement Date will be paid in cash on all validly
tendered Tender Notes accepted for purchase in the Tender
Offers.
The purchasers reserve the right, but are under no obligation,
at any point following the Early Tender Deadline and before the
Expiration Date, to accept Tender Notes that have been validly
tendered and not validly withdrawn for purchase on a date
determined at their option (such date, if any, the “Early Settlement Date”). The Total Consideration
plus accrued interest for Tender Notes that are validly tendered
and not validly withdrawn on or before the Early Tender Deadline
and accepted for purchase will be paid by the purchasers in
same-day funds on such Early Settlement Date, if any, which is
expected to occur promptly following the Early Tender Deadline, on
September 18, 2019. The Purchase Price plus accrued interest for
Tender Notes that are validly tendered after the Early Tender
Deadline and on or before the Expiration Date and accepted for
purchase will be paid by the purchasers in same-day funds promptly
following the Expiration Date (the “Final
Settlement Date”). The Final Settlement Date is expected to
occur promptly following the Expiration Date, on October 3,
2019.
No tenders will be valid if submitted after the Expiration Date.
Holders of Tender Notes who validly tender their Tender Notes may
not withdraw their Tender Notes after 5:00 p.m., New York City
time, on September 16, 2019 (as the same may be extended with
respect to one or more Series of Tender Notes, the “Withdrawal Deadline”), except in the limited
circumstances described in the Offer to Purchase. Holders of Tender
Notes who validly tender their Tender Notes after the Withdrawal
Deadline but on or before the Expiration Date may not withdraw
their Tender Notes except in the limited circumstances described in
the Offer to Purchase.
Subject to the Maximum Disney Tender Cap, all Disney Notes
validly tendered and not validly withdrawn at or before the Early
Tender Deadline having a higher Acceptance Priority Level will be
accepted before any validly tendered and not validly withdrawn
Disney Notes having a lower Acceptance Priority Level, and all
Disney Notes validly tendered after the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted before
any Disney Notes tendered after the Early Tender Deadline having a
lower Acceptance Priority Level. However, Disney Notes validly
tendered and not validly withdrawn at or before the Early Tender
Deadline will be accepted for purchase in priority to Disney Notes
tendered after the Early Tender Deadline even if such Disney Notes
tendered after the Early Tender Deadline have a higher Acceptance
Priority Level than Disney Notes validly tendered and not validly
withdrawn at or before the Early Tender Deadline. Disney Notes of
the Series in the last Acceptance Priority Level accepted for
purchase in accordance with the terms and conditions of the Tender
Offers may be subject to proration so that Disney will only accept
for purchase Disney Notes with an aggregate purchase price of up to
the Maximum Disney Tender Cap.
General
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities.
The Offering for the New Notes is being made solely by means of
a prospectus supplement and accompanying prospectus. A copy of the
preliminary prospectus supplement and the accompanying prospectus
may be obtained from Citigroup Global Markets Inc. (“Citigroup”), c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York 11717, Tel:
1-800-831-9146, Email: prospectus@citi.com, or J.P. Morgan
Securities LLC (“J.P. Morgan”), 383
Madison Avenue, 6th Floor, New York, New York 10179, Tel:
1-866-834-4666 (toll-free), 212-834-4533 (collect), Attention:
Investment Grade Syndicate.
An electronic copy of the preliminary prospectus supplement,
together with the accompanying prospectus, is also available on the
SEC’s website, www.sec.gov.
The Tender Offers are only being made pursuant to the terms of
the Offer to Purchase and Letter of Transmittal. None of the
purchasers, the Dealer Managers or the Tender Agent and Information
Agent is making any recommendation as to whether or not holders
should tender their Tender Notes in connection with the Tender
Offers.
Citigroup, J.P. Morgan, BNP Paribas Securities Corp., HSBC
Securities (USA) Inc. and RBC Capital Markets, LLC are acting as
Dealer Managers (collectively, the “Dealer
Managers”) and Global Bondholder Services Corporation
(“GBSC”) is acting as the Tender Agent
and Information Agent for the Tender Offers. Questions regarding
the Tender Offers may be directed to Citigroup or J.P. Morgan, the
lead Dealer Managers, at:
Citigroup 388 Greenwich
Street, 7th Floor New York, New York 10013 Attn: Liability
Management Group Collect: (212) 723-6106 Toll-Free: (800)
558-3745
J.P. Morgan 383 Madison
Avenue, 6th Floor New York, New York 10179 Attn: Liability
Management Group Collect: (212) 834-4811 Toll-Free: (866)
834-4666
Requests for documents (including the Offer to Purchase and the
Letter of Transmittal, along with any amendments and supplements
thereto) may be directed to GBSC at (866) 470-3900 (toll free) or
(212) 430-3774 (banks and brokers) or by email at
contact@gbsc-usa.com.
Cautionary Notes on Forward Looking
Statements
This communication may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements can be identified by the fact that they do
not relate strictly to historical or current facts. Disney has
based these forward-looking statements on its current expectations
about future events. These forward-looking statements, including,
without limitation, those relating to future actions, new projects,
strategies, future performance and the outcome of contingencies
such as future financial results are necessarily estimates
reflecting the best judgment of the management of Disney and
involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the
forward-looking statements. These forward-looking statements
should, therefore, be considered in light of various important
factors, including those factors described in more detail in
Disney’s Annual Report on Form 10-K for the year ended September
29, 2018 and in any subsequent Quarterly Reports on Form 10-Q
(including, for the avoidance of doubt, the Quarterly Report on
Form 10-Q for the quarterly period ended December 29, 2018 filed by
TWDC Enterprises 18 Corp.) and Annual Reports on Form 10-K under
Item 1A, “Risk Factors” as well as in any subsequent periodic or
current reports filed with the Securities and Exchange Commission
under the Exchange Act, that include “Risk Factors” or that discuss
risks to us.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
communication. Disney does not undertake any obligation to publicly
update or release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this
communication or to reflect the occurrence of unanticipated events,
except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190903005495/en/
Media Contact:
David Jefferson david.j.jefferson@disney.com 818-560-4832
Investor Contact:
Lowell Singer lowell.singer@disney.com 818-560-6601
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