The Walt Disney Company (“Disney”)
(NYSE: DIS) announced today the early results of the previously
announced cash tender offers (each, a “Tender
Offer”) of Disney and its indirect subsidiary, 21st Century
Fox America, Inc. (“21CFA”), to
purchase outstanding notes of Disney listed in the table below (the
“Disney Notes”), subject to the
Maximum Disney Tender Cap (as defined below) 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). Disney further announced
that it has increased the maximum aggregate purchase price
(including principal and premium, but excluding accrued interest)
of the Disney Notes that it intends to purchase in the Tender
Offers from $1,750,000,000 to $4,000,000,000 (the “Maximum Disney Tender Cap”). The Withdrawal
Deadline has passed, and Tender Notes tendered pursuant to the
Tender Offers may no longer be withdrawn, except in the limited
circumstances described in the Offer to Purchase (as defined
below).
As of 5:00 p.m., New York City time, on September 16, 2019 (the
“Early Tender Deadline”),
approximately $4,270,376,000 aggregate principal amount of Disney
Notes were validly tendered and not validly withdrawn and
approximately $257,263,000 aggregate principal amount of 21CFA
Notes were validly tendered and not validly withdrawn. The table
below identifies the principal amount of each Series validly
tendered and not validly withdrawn.
The
Disney Notes
Issuer
Notes
CUSIP Number
Principal Amount Outstanding
Prior to the Tender Offers
Acceptance Priority
Level
Principal Amount
Tendered(1)
Disney
8.250% Notes due 2096
254687FE1 U25497BN4
$93,881,000
1
$16,463,000
Disney
7.900% Notes due 2095
254687FC5 U25497BM6
$114,658,000
2
$20,703,000
Disney
7.750% Notes due 2045
254687EY8 U25497BK0
$589,505,000
3
$264,520,000
Disney
6.150% Notes due 2041
254687EQ5 U25497BF1
$1,488,657,000
4
$856,786,000
Disney
8.150% Notes due 2036
254687EC6 U25497AZ8
$299,003,000
5
$59,217,000
Disney
7.850% Notes due 2039
254687EL6 U25497BD6
$297,134,000
6
$185,851,000
Disney
6.750% Notes due 2038
254687EJ1 U25497BC8
$234,684,000
7
$93,455,000
Disney
6.900% Notes due 2039
254687EN2 U25497BE4
$588,117,000
8
$351,699,000
Disney
6.150% Notes due 2037
254687EE2 U25497BA2
$990,309,000
9
$668,375,000
Disney
6.400% Notes due 2035
254687EA0 U25497AY1
$1,115,433,000
10
$602,014,000
Disney
6.650% Notes due 2037
254687EG7 U25497BB0
$1,234,237,000
11
$725,619,000
Disney
5.400% Notes due 2043
254687ES1 U25497BG9
$683,836,000
12
$346,023,000
Disney
8.450% Notes due 2034
254687DW3 U25497AW5
$194,866,000
13
$79,651,000
________ (1) As of the Early Tender Deadline.
The
21CFA Notes
Issuer
Notes
CUSIP Number
Principal Amount Outstanding
Prior to the Tender Offers
Principal Amount
Tendered(1)
21CFA
5.650% Senior Notes due 2020
90131HAP0 652482BV1
$29,018,000
$5,557,000
21CFA
4.500% Senior Notes due 2021
90131HAQ8
$136,676,000
$87,098,000
21CFA
3.000% Senior Notes due 2022
90131HAR6
$78,176,000
$41,716,000
21CFA
8.875% Senior Debentures due
2023
90131HAS4
$51,596,000
$8,018,000
21CFA
4.000% Senior Notes due 2023
90131HAA3
$15,156,000
$3,919,000
21CFA
7.750% Senior Debentures due
January 2024
90131HAT2 652478AR9
$13,671,000
$1,112,000
21CFA
7.750% Senior Debentures due
February 2024
90131HAU9 652478AU2
$21,888,000
$189,000
21CFA
9.500% Senior Debentures due
2024
90131HAV7
$7,255,000
$97,000
21CFA
3.700% Senior Notes due 2024
90131HAE5 90131HAC9 U88803AA6
$22,684,000
$14,497,000
21CFA
8.500% Senior Debentures due
2025
90131HAW5
$13,758,000
$1,486,000
21CFA
3.700% Senior Notes due 2025
90131HBW4
$7,702,000
$3,878,000
21CFA
7.700% Senior Debentures due
2025
90131HAX3
$11,916,000
$3,500,000
21CFA
7.430% Senior Debentures due
2026
90131HAY1
$10,501,000
$4,533,000
21CFA
3.375% Senior Notes due 2026
90131HCB9 90131HCA1 U88803AF5
$13,660,000
$11,788,000
21CFA
7.125% Senior Debentures due
2028
90131HAZ8
$5,875,000
$576,000
21CFA
7.300% Senior Debentures due
2028
90131HBA2
$4,418,000
$409,000
21CFA
7.280% Senior Debentures due
2028
90131HBB0
$4,900,000
$330,000
21CFA
7.625% Senior Debentures due
2028
90131HBC8
$12,211,000
$1,558,000
21CFA
6.550% Senior Notes due 2033
90131HBD6
$7,653,000
$1,530,000
21CFA
8.450% Senior Debentures due
2034
90131HBE4
$5,134,000
$197,000
21CFA
6.200% Senior Notes due 2034
90131HBF1 652482BH2
$15,778,000
$13,397,000
21CFA
6.400% Senior Notes due 2035
90131HBG9 90131HBH7 U65249AM3
$34,567,000
$6,276,000
21CFA
8.150% Senior Debentures due
2036
90131HBJ3
$997,000
$349,000
21CFA
6.150% Senior Notes due 2037
90131HBK0
$9,691,000
$7,465,000
21CFA
6.650% Senior Notes due 2037
90131HBL8
$15,763,000
$4,492,000
21CFA
6.750% Senior Debentures due
2038
90131HBM6
$14,056,000
$2,503,000
21CFA
7.850% Senior Notes due 2039
90131HBN4
$2,866,000
$30,000
21CFA
6.900% Senior Notes due 2039
90131HBP9
$11,883,000
$191,000
21CFA
6.150% Senior Notes due 2041
90131HBQ7
$11,343,000
$10,067,000
21CFA
5.400% Senior Notes due 2043
90131HAB1
$16,164,000
$9,502,000
21CFA
4.750% Senior Notes due 2044
90131HAH8 90131HAF2 U88803AB4
$11,276,000
$4,398,000
21CFA
4.950% Senior Notes due 2045
90131HBZ7
$699,000
$585,000
21CFA
7.750% Senior Debentures due
2045
90131HBR5
$10,495,000
$1,618,000
21CFA
4.750% Senior Notes due 2046
90131HCD5
$108,000
$25,000
21CFA
7.900% Senior Debentures due
2095
90131HBS3
$35,342,000
$357,000
21CFA
8.250% Senior Debentures due
2096
90131HBT1
$6,119,000
$4,020,000
________ (1) As of the Early Tender Deadline.
The Tender Offers are intended to help manage Disney’s debt
maturity profile, opportunistically prefund existing maturities and
manage Disney’s overall cost of borrowing. The Disney Notes that
have been validly tendered and not validly withdrawn as of the
Early Tender Deadline have a weighted average coupon of 6.545% and
are notes that were previously issued by Disney in exchange for
outstanding notes issued by 21CFA. The 21CFA Notes that have been
validly tendered and not validly withdrawn as of the Early Tender
Deadline have a weighted average coupon of 4.922% and are notes
that remained outstanding following the exchange offers completed
in connection with Disney’s acquisition of TFCF Corporation
(formerly known as Twenty-First Century Fox, Inc.), the parent
company of 21CFA.
The amount of each Series accepted for purchase will be
determined pursuant to the terms and conditions of the Tender
Offers as described in a separate Amended and Restated Offer to
Purchase dated September 3, 2019 (as amended by this press release
and as it may be further amended or supplemented, the “Offer to Purchase”) and related Letter of
Transmittal (as amended by this press release and as it may be
further amended or supplemented, the “Letter
of Transmittal”). Capitalized terms used and not defined in
this press release have the meanings given to them in the Offer to
Purchase.
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 Early Settlement Date (as defined
below) of net proceeds of at least $2,000,000,000 from the
previously announced offering of Disney’s floating rate senior
unsecured notes and fixed rate senior unsecured notes pursuant to
an effective shelf registration statement filed with the Securities
and Exchange Commission (the “Financing
Condition”). As of the Early Tender Deadline, all conditions
to the Tender Offers, including the Financing Condition, have been
satisfied.
The applicable Total Consideration for each $1,000 in principal
amount of Tender Notes validly tendered and not validly withdrawn
on or 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
over the yield based on the bid price of the applicable Reference
Security, 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, today, September 17,
2019. In addition to the applicable Total Consideration, accrued
and unpaid interest from the last interest payment date up to, but
not including, the early settlement date, which is currently
expected to occur on September 18, 2019 (the “Early Settlement Date”), will be paid in cash on
all validly tendered Tender Notes accepted for purchase in the
Tender Offers. 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 the Early Settlement
Date.
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, the “Expiration
Date”). Holders of Tender Notes who validly tender their
Tender Notes after the Early Tender Deadline and on or 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 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 and subtracting from it the Early Tender Premium for such
Series. 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 on the final settlement date, which is currently
expected to occur on October 3, 2019. No tenders will be valid if
submitted after the Expiration Date.
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 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 Global Markets Inc. (“Citigroup”), J.P. Morgan Securities LLC
(“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/20190917005423/en/
Media Contacts:
David Jefferson david.j.jefferson@disney.com 818-560-4832
Laura Watson laura.c.watson@disney.com 818-560-3117
Investor Contact:
Lowell Singer lowell.singer@disney.com 818-560-6601
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