The Walt Disney Company Announces Commencement of Registered Exchange Offer for Notes Issued in Connection With Prior Private...
October 22 2019 - 10:15AM
Business Wire
The Walt Disney Company (the “Company”) (NYSE: DIS) announced today the
commencement of its offer to exchange (the “Registered Exchange Offer”) any and all of the
$14,098,439,000 aggregate principal amount of its outstanding
senior unsecured notes (the “Private
Placement Notes”) previously issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), as
set forth below, for an equal principal amount of new notes
registered under the Securities Act (the “Registered Notes”).
On March 20, 2019, the Company completed offers to exchange any
and all outstanding notes issued by 21st Century Fox America, Inc.
for the Private Placement Notes issued by the Company, subject to
the terms and conditions provided in the related offering
memorandum. In connection with the issuance of the Private
Placement Notes, the Company entered into a registration rights
agreement in which the Company agreed, among other things, to
complete the Registered Exchange Offer.
The terms of the Registered Notes to be issued in the Registered
Exchange Offer are substantially identical to the terms of the
corresponding series of Private Placement Notes, except that the
Registered Notes will be registered under the Securities Act and
the transfer restrictions, registration rights and additional
interest provisions applicable to the Private Placement Notes will
not apply to the Registered Notes. The Registered Notes will
represent the same debt as the Private Placement Notes, and the
Company will issue the Registered Notes under the same indenture
that governs the applicable series of Private Placement Notes.
The following table sets forth the outstanding aggregate
principal amount of each series of Private Placement Notes. The
Registered Exchange Offer consists of an offer to exchange up to
the entire aggregate principal amount of each series of Private
Placement Notes for an equal principal amount of the corresponding
series of Registered Notes.
Series of Private Placement
Notes
Amount Outstanding
5.650% Notes due 2020
$370,982,000
4.500% Notes due 2021
$863,324,000
3.000% Notes due 2022
$921,824,000
8.875% Notes due 2023
$198,404,000
4.000% Notes due 2023
$284,844,000
7.750% Notes due January 2024
$186,329,000
7.750% Notes due February
2024
$68,112,000
9.500% Notes due 2024
$192,745,000
3.700% Notes due 2024
$577,316,000
8.500% Notes due 2025
$186,242,000
3.700% Notes due 2025
$592,298,000
7.700% Notes due 2025
$238,084,000
7.430% Notes due 2026
$229,499,000
3.375% Notes due 2026
$436,340,000
7.125% Notes due 2028
$194,125,000
7.300% Notes due 2028
$195,582,000
7.280% Notes due 2028
$195,100,000
7.625% Notes due 2028
$187,789,000
6.550% Notes due 2033
$342,347,000
8.450% Notes due 2034
$194,866,000
6.200% Notes due 2034
$984,222,000
6.400% Notes due 2035
$973,196,000
8.150% Notes due 2036
$239,786,000
6.150% Notes due 2037
$321,934,000
6.650% Notes due 2037
$1,234,237,000
6.750% Notes due 2038
$141,229,000
7.850% Notes due 2039
$111,283,000
6.900% Notes due 2039
$236,418,000
6.150% Notes due 2041
$631,871,000
5.400% Notes due 2043
$683,836,000
4.750% Notes due 2044
$588,724,000
4.950% Notes due 2045
$399,301,000
7.750% Notes due 2045
$324,985,000
4.750% Notes due 2046
$399,892,000
7.900% Notes due 2095
$93,955,000
8.250% Notes due 2096
$77,418,000
Total
$14,098,439,000
The Company will accept for exchange any and all Private
Placement Notes validly tendered and not validly withdrawn prior to
5:00 p.m., New York City time, on November 22, 2019 (as the same
may be extended by the Company with respect to one or more series
of Private Placement Notes, the “Expiration
Date”). Prior to the Expiration Date, tenders of Private
Placement Notes may be withdrawn according to the procedures
described in the Prospectus (as defined below). Promptly after the
Expiration Date, the Company will settle the Registered Exchange
Offer by issuing Registered Notes pursuant to the terms of the
Registered Exchange Offer.
The Registered Exchange Offer is being made pursuant to the
terms and subject to the conditions set forth in a prospectus filed
with the Securities and Exchange Commission dated October 22, 2019
(as the same may be amended or supplemented, the “Prospectus”). The complete terms and conditions of
the Registered Exchange Offer, including instructions regarding
procedures for tendering Private Placement Notes, are described in
the Prospectus and related 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 Registered Exchange Offer, at (866) 470-3900 (U.S.
toll-free) or (212) 430-3774 (banks and brokers).
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Registered Exchange Offer is being made solely pursuant to the
terms and conditions of the Prospectus, the related letter of
transmittal and the other related materials.
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. The Company 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 the Company 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 the
Company’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20191022005749/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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