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A 27% effective ownership interest in Vice Group Holdings, Inc. (Vice), which is a media
company that targets millennial audiences. Vice operates Viceland, which is owned 50% by Vice and 50% by A+E.
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TWDC
Enterprises 18 Corp.
TWDC Enterprises is a Delaware corporation and a direct, 100% owned subsidiary of The Walt Disney Company. Its principal
executive offices are located at 500 South Buena Vista Street, Burbank, California 91521, and its telephone number is (818) 560-1000. The notes will be guaranteed on a senior unsecured basis by TWDC
Enterprises and not by any other subsidiary of The Walt Disney Company.
Concurrent Tender Offers
Concurrently with this offering, (1) 21st Century Fox America, Inc., an indirect subsidiary of the Company (21CFA), commenced a cash
tender offer for any and all of its outstanding debt securities issued under each of (i) the indenture, dated as of January 28, 1993, among 21CFA, as issuer, the guarantors named therein and U.S. Bank National Association (as successor to
State Street Bank and Trust Company and The First National Bank of Boston), as trustee, as supplemented and amended from time to time, (ii) the indenture, dated as of March 24, 1993, among 21CFA, as issuer, the guarantors named therein and
The Bank of New York Mellon, as trustee, as supplemented and amended from time to time, and (iii) the indenture, dated as of August 25, 2009, as amended and restated on February 16, 2011, among 21CFA, as issuer, the guarantors named
therein and The Bank of New York Mellon, as trustee, as supplemented and amended from time to time (such debt securities, the Outstanding 21CFA Debt Securities), and (2) the Company commenced a cash tender offer for its
8.250% Notes due 2096, 7.900% Notes due 2095, 7.750% Notes due 2045, 6.150% Notes due 2041, 8.150% Notes due 2036, 7.850% Notes due 2039, 6.750% Notes due 2038, 6.900% Notes due 2039, 6.150% Notes due 2037, 6.400% Notes due 2035, 6.650% Notes due
2037, 5.400% Notes due 2043 and 8.450% Notes due 2034 issued under that certain indenture, dated as of March 20, 2019, among the Company, as issuer, TWDC Enterprises, as guarantor, and Citibank, N.A., as trustee (such debt securities, the
Outstanding Disney Debt Securities, and together with the Outstanding 21CFA Debt Securities, the Tender Offer Notes, and such offers, the Tender Offers), on the terms and conditions contained
in the offer to purchase related to such Tender Offers. The Companys Tender Offer for the Outstanding Disney Debt Securities is subject to an aggregate purchase price not to exceed $1,750,000,000 (including principal and premium, but excluding
accrued interest), as such cap may be modified by the Company. 21CFAs Tender Offer for the Outstanding 21CFA Debt Securities is not subject to an aggregate purchase price.
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on September 30, 2019, subject to our right to extend or earlier terminate
the Tender Offers (the Expiration Date). The Tender Offers are being made pursuant to the applicable offer to purchase issued in connection with each Tender Offer, and this prospectus supplement is not an offer to purchase any of
the Tender Offer Notes. We intend to use the net proceeds from this offering to (1) pay (i) the cash consideration in the Tender Offers for the Tender Offer Notes, subject to a maximum aggregate purchase price of $1,750,000,000 (including
principal and premium, but excluding accrued interest) for the Outstanding Disney Debt Securities, (ii) any accrued and unpaid interest with respect to the Tender Offer Notes and (iii) related fees and expenses, (2) prepay in full the
$3,175,000,000 aggregate principal amount outstanding under the 364-Day Credit Agreement, dated as of March 15, 2019 (the Credit Facility), 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 (3) for general
corporate purposes. Our obligation to accept for purchase, and to pay for, Tender Offer Notes that are validly tendered and not validly withdrawn pursuant to each Tender Offer is conditioned on the satisfaction or waiver by us of a number of
conditions,