The Walt Disney Company (“Disney”)
(NYSE: DIS) announced today the pricing information 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 set forth 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). As
previously announced, Disney 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
terms and conditions of the Tender Offers are described in a
separate Amended and Restated Offer to Purchase dated September 3,
2019 (as amended by the press release dated September 17, 2019 and
as it may be further amended or supplemented, the “Offer to Purchase”) and related Letter of
Transmittal (as amended by the press release dated September 17,
2019 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.
Because the aggregate purchase price (including principal and
premium, but excluding accrued interest) of Disney Notes validly
tendered and not validly withdrawn as of 5:00 p.m., New York City
time, on September 16, 2019 (the “Early
Tender Deadline”) exceeds the Maximum Disney Tender Cap,
Disney will accept for purchase such Disney Notes in accordance
with the Acceptance Priority Levels, subject to the proration
factors set forth in the table below, as described in the Offer to
Purchase, so as not to exceed the Maximum Disney Tender Cap. As a
result of reaching the Maximum Disney Tender Cap by the Early
Tender Deadline, no Disney Notes tendered after the Early Tender
Deadline will be accepted for purchase, regardless of priority
level. Disney Notes not accepted for purchase will be returned
promptly to the tendering Holders (or, in the case of Disney Notes
tendered by book-entry transfer, such Disney Notes will be promptly
credited to the account maintained at The Depository Trust Company
from which such Disney Notes were delivered) and otherwise returned
in accordance with the Offer to Purchase and the Letter of
Transmittal.
The consideration to be paid in the Tender Offers for each
Series accepted for purchase was determined by reference to the
applicable fixed spread for each Series over the yield (the
“Tender Offer Yield”) based on the bid
price of the applicable reference security, in each case as set
forth in the table below. The Tender Offer Yields (as determined
pursuant to the Offer to Purchase) listed in the table below were
determined at 10:00 a.m., New York City time, today, September 17,
2019, by the Dealer Managers (as defined below). The Total
Consideration for each Series includes an early tender premium (the
“Early Tender Premium”) of $30.00 per
$1,000 principal amount of Tender Notes accepted for purchase by
Disney and 21CFA and accounts for the par call date, if
applicable.
The following table sets forth the pricing information for the
Tender Offers:
The
Disney Notes
Issuer
Notes
CUSIP Number
Acceptance Priority
Level
Principal Amount Accepted by
Disney for Purchase
Proration Factor (1)
Reference Security
Tender Offer Yield
Fixed Spread (basis
points)(2)
Total Consideration(3)
Disney
8.250% Notes due 2096
254687FE1 U25497BN4
1
$16,463,000
100.0%
2.875% UST due 05/15/2049
4.180%
190 bps
$1,933.49
Disney
7.900% Notes due 2095
254687FC5 U25497BM6
2
$20,703,000
100.0%
2.875% UST due 05/15/2049
4.180%
190 bps
$1,851.81
Disney
7.750% Notes due 2045
254687EY8 U25497BK0
3
$264,520,000
100.0%
2.875% UST due 05/15/2049
3.480%
120 bps
$1,730.06
Disney
6.150% Notes due 2041
254687EQ5 U25497BF1
4
$856,786,000
100.0%
2.875% UST due 05/15/2049
3.230%
95 bps
$1,448.72
Disney
8.150% Notes due 2036
254687EC6 U25497AZ8
5
$59,217,000
100.0%
2.875% UST due 05/15/2049
3.330%
105 bps
$1,623.99
Disney
7.850% Notes due 2039
254687EL6 U25497BD6
6
$185,851,000
100.0%
2.875% UST due 05/15/2049
3.330%
105 bps
$1,643.35
Disney
6.750% Notes due 2038
254687EJ1 U25497BC8
7
$93,455,000
100.0%
2.875% UST due 05/15/2049
3.230%
95 bps
$1,483.59
Disney
6.900% Notes due 2039
254687EN2 U25497BE4
8
$351,699,000
100.0%
2.875% UST due 05/15/2049
3.180%
90 bps
$1,545.56
Disney
6.150% Notes due 2037
254687EE2 U25497BA2
9
$668,375,000
100.0%
2.875% UST due 05/15/2049
3.080%
80 bps
$1,412.06
Disney
6.400% Notes due 2035
254687EA0 U25497AY1
10
$142,237,000
23.6%
2.875% UST due 05/15/2049
3.030%
75 bps
$1,429.71
________
(1)
The proration factor has been
rounded to the nearest tenth of a percentage point for presentation
purposes.
(2)
Fixed Spread includes Early
Tender Premium.
(3)
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.
The
21CFA Notes
Issuer
Notes
CUSIP Number
Principal Amount Accepted by
21CFA for Purchase
Reference Security
Tender Offer Yield
Fixed Spread (basis
points)(1)
Total Consideration(2)
21CFA
5.650% Senior Notes due 2020
90131HAP0 652482BV1
$5,557,000
1.750% UST due 07/31/2021
2.329%
55 bps
$1,029.65
21CFA
4.500% Senior Notes due 2021
90131HAQ8
$87,098,000
1.750% UST due 07/31/2021
2.129%
35 bps
$1,032.71
21CFA
3.000% Senior Notes due 2022
90131HAR6
$41,716,000
1.500% UST due 08/15/2022
2.066%
35 bps
$1,026.96
21CFA
8.875% Senior Debentures due
2023
90131HAS4
$8,018,000
1.750% UST due 07/31/2024
2.491%
80 bps
$1,218.80
21CFA
4.000% Senior Notes due 2023
90131HAA3
$3,919,000
1.750% UST due 07/31/2024
2.391%
70 bps
$1,061.55
21CFA
7.750% Senior Debentures due
January 2024
90131HAT2 652478AR9
$1,112,000
1.750% UST due 07/31/2024
2.591%
90 bps
$1,210.38
21CFA
7.750% Senior Debentures due
February 2024
90131HAU9 652478AU2
$189,000
1.750% UST due 07/31/2024
2.541%
85 bps
$1,214.09
21CFA
9.500% Senior Debentures due
2024
90131HAV7
$97,000
1.750% UST due 07/31/2024
2.541%
85 bps
$1,314.06
21CFA
3.700% Senior Notes due 2024
90131HAE5 90131HAC9 U88803AA6
$14,497,000
1.750% UST due 07/31/2024
2.191%
50 bps
$1,067.63
21CFA
8.500% Senior Debentures due
2025
90131HAW5
$1,486,000
1.750% UST due 07/31/2024
2.541%
85 bps
$1,300.46
21CFA
3.700% Senior Notes due 2025
90131HBW4
$3,878,000
1.750% UST due 07/31/2024
2.341%
65 bps
$1,073.61
21CFA
7.700% Senior Debentures due
2025
90131HAX3
$3,500,000
1.750% UST due 07/31/2024
2.591%
90 bps
$1,287.24
21CFA
7.430% Senior Debentures due
2026
90131HAY1
$4,533,000
1.625% UST due 08/15/2029
2.769%
95 bps
$1,296.11
21CFA
3.375% Senior Notes due 2026
90131HCB9 90131HCA1 U88803AF5
$11,788,000
1.625% UST due 08/15/2029
2.369%
55 bps
$1,063.76
21CFA
7.125% Senior Debentures due
2028
90131HAZ8
$576,000
1.625% UST due 08/15/2029
2.769%
95 bps
$1,329.78
21CFA
7.300% Senior Debentures due
2028
90131HBA2
$409,000
1.625% UST due 08/15/2029
2.769%
95 bps
$1,345.18
21CFA
7.280% Senior Debentures due
2028
90131HBB0
$330,000
1.625% UST due 08/15/2029
2.819%
100 bps
$1,344.88
21CFA
7.625% Senior Debentures due
2028
90131HBC8
$1,558,000
1.625% UST due 08/15/2029
2.769%
95 bps
$1,391.95
21CFA
6.550% Senior Notes due 2033
90131HBD6
$1,530,000
1.625% UST due 08/15/2029
2.919%
110 bps
$1,402.53
21CFA
8.450% Senior Debentures due
2034
90131HBE4
$197,000
1.625% UST due 08/15/2029
2.969%
115 bps
$1,654.97
21CFA
6.200% Senior Notes due 2034
90131HBF1 652482BH2
$13,397,000
1.625% UST due 08/15/2029
2.969%
115 bps
$1,393.74
21CFA
6.400% Senior Notes due 2035
90131HBG9 90131HBH7 U65249AM3
$6,276,000
2.875% UST due 05/15/2049
3.030%
75 bps
$1,429.71
21CFA
8.150% Senior Debentures due
2036
90131HBJ3
$349,000
2.875% UST due 05/15/2049
3.330%
105 bps
$1,623.99
21CFA
6.150% Senior Notes due 2037
90131HBK0
$7,465,000
2.875% UST due 05/15/2049
3.080%
80 bps
$1,412.06
21CFA
6.650% Senior Notes due 2037
90131HBL8
$4,492,000
2.875% UST due 05/15/2049
3.080%
80 bps
$1,493.64
21CFA
6.750% Senior Debentures due
2038
90131HBM6
$2,503,000
2.875% UST due 05/15/2049
3.230%
95 bps
$1,483.59
21CFA
7.850% Senior Notes due 2039
90131HBN4
$30,000
2.875% UST due 05/15/2049
3.330%
105 bps
$1,643.35
21CFA
6.900% Senior Notes due 2039
90131HBP9
$191,000
2.875% UST due 05/15/2049
3.180%
90 bps
$1,545.56
21CFA
6.150% Senior Notes due 2041
90131HBQ7
$10,067,000
2.875% UST due 05/15/2049
3.230%
95 bps
$1,448.72
21CFA
5.400% Senior Notes due 2043
90131HAB1
$9,502,000
2.875% UST due 05/15/2049
3.180%
90 bps
$1,371.07
21CFA
4.750% Senior Notes due 2044
90131HAH8 90131HAF2 U88803AB4
$4,398,000
2.875% UST due 05/15/2049
3.180%
90 bps
$1,265.73
21CFA
4.950% Senior Notes due 2045
90131HBZ7
$585,000
2.875% UST due 05/15/2049
3.180%
90 bps
$1,308.20
21CFA
7.750% Senior Debentures due
2045
90131HBR5
$1,618,000
2.875% UST due 05/15/2049
3.480%
120 bps
$1,730.06
21CFA
4.750% Senior Notes due 2046
90131HCD5
$25,000
2.875% UST due 05/15/2049
3.180%
90 bps
$1,280.76
21CFA
7.900% Senior Debentures due
2095
90131HBS3
$357,000
2.875% UST due 05/15/2049
4.180%
190 bps
$1,851.81
21CFA
8.250% Senior Debentures due
2096
90131HBT1
$4,020,000
2.875% UST due 05/15/2049
4.180%
190 bps
$1,933.49
________
(1)
Fixed Spread includes Early
Tender Premium.
(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.
The amount of each Series accepted for purchase was determined
pursuant to the terms and conditions of the Tender Offers as
described in the Offer to Purchase and related Letter of
Transmittal.
All payments for Tender Notes validly tendered and not validly
withdrawn on or before the Early Tender Deadline and accepted for
purchase will also include 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 tomorrow,
September 18, 2019.
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 accepted for purchase have a weighted average coupon of
6.633% and are notes that were previously issued by Disney in
exchange for outstanding notes issued by 21CFA. The 21CFA Notes
that have been accepted for purchase 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 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 21CFA Notes who validly tender their
21CFA Notes after the Early Tender Deadline and on or before the
Expiration Date and whose 21CFA 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 21CFA 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 21CFA 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/20190917006000/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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