Current Report Filing (8-k)
March 30 2020 - 9:19AM
Edgar (US Regulatory)
Walt Disney Co false 0001744489 0001744489 2020-03-26 2020-03-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2020
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-38842
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83-0940635
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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500 South Buena Vista Street
Burbank, California
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91521
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(Address of principal executive offices)
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(Zip Code)
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(818) 560-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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DIS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 26, 2020, The Walt Disney Company (the “Company”) entered into an Underwriting Agreement with Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and RBC Dominion Securities Inc., with respect to the offer and sale of C$1,300,000,000 aggregate principal amount of its 3.057% Notes due 2027 (the “Notes”).
The Notes will be issued pursuant to that certain Indenture, dated as of March 20, 2019, between the Company, TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”) pursuant to a Registration Statement on Form S-3 (No. 333-233595) previously filed with the Securities and Exchange Commission (the “Commission”) under the Act.
Copies of the Underwriting Agreement, the officer’s certificate of the Company establishing the terms of the Notes, the form of Notes and the opinion of Cravath, Swaine & Moore LLP as to the validity of the Notes and related guarantees are filed as exhibits hereto and incorporated herein by reference. The Company is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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1.1
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Underwriting Agreement, dated March 26, 2020, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Merrill Lynch Canada Inc., HSBC Securities (Canada) Inc. and RBC Dominion Securities Inc.
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4.1
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Indenture (incorporated by reference from Exhibit 4.1 to The Walt Disney Company’s Current Report on Form 8-K filed on March 20, 2019).
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4.2
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Officer’s Certificate, dated as of March 30, 2020, establishing the 3.057% Notes due 2027 and their terms.
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4.3
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Form of 3.057% Notes due 2027 (included as Exhibit A to Exhibit 4.2).
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5.1
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Opinion of Cravath, Swaine & Moore LLP.
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23.1
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Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE WALT DISNEY COMPANY
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By:
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/s/ Jolene E. Negre
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Name:
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Jolene E. Negre
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Title:
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Associate General Counsel and Assistant Secretary
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Date: March 30, 2020
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