Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 12 2020 - 6:09AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Free Writing Prospectus dated May 11, 2020
Registration Statement No. 333-233595
Pricing Term Sheet
The
Walt Disney Company
1.750% Notes Due 2026
2.200% Notes Due 2028
2.650% Notes
Due 2031
3.500% Notes Due 2040
3.600% Notes Due 2051
3.800% Notes
Due 2060
This free writing prospectus relates only to the securities of The Walt Disney Company (the Company) described
below and should be read together with the Companys preliminary prospectus supplement dated May 11, 2020 (the Prospectus Supplement), the accompanying prospectus dated September 3, 2019 (the Prospectus) and
the documents incorporated and deemed to be incorporated by reference therein.
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Issuer:
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The Walt Disney Company (the Company)
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Guarantor:
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TWDC Enterprises 18 Corp. (the Guarantor)
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Title of Securities:
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1.750% notes due 2026 (the 2026 notes)
2.200% notes due 2028 (the 2028 notes)
2.650% notes
due 2031 (the 2031 notes)
3.500% notes due 2040 (the 2040 notes)
3.600% notes due 2051 (the 2051 notes)
3.800% notes
due 2060 (the 2060 notes)
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Trade Date:
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May 11, 2020
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Settlement Date (T+2):
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May 13, 2020
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Maturity Date:
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2026 notes: January 13, 2026
2028 notes:
January 13, 2028
2031 notes: January 13, 2031
2040
notes: May 13, 2040
2051 notes: January 13, 2051
2060 notes: May 13, 2060
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Aggregate Principal Amount Offered:
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2026 notes: $1,500,000,000
2028 notes:
$1,000,000,000
2031 notes: $2,500,000,000
2040 notes:
$1,750,000,000
2051 notes: $2,750,000,000
2060 notes:
$1,500,000,000
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Price to Public (Issue Price):
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2026 notes: 99.741%
2028 notes: 99.675%
2031 notes: 99.932%
2040 notes: 99.900%
2051 notes: 99.864%
2060 notes:
99.857%
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Interest Rate:
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2026 notes: 1.750%
2028 notes: 2.200%
2031 notes: 2.650%
2040 notes: 3.500%
2051 notes: 3.600%
2060 notes: 3.800%
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Interest Payment Dates:
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Interest on the 2026 notes will be payable semi-annually in arrears on January 13 and July 13 of each year, commencing on
January 13, 2021.
Interest on the 2028 notes will be payable semi-annually in
arrears on January 13 and July 13 of each year, commencing on January 13, 2021.
Interest on the 2031 notes will be payable semi-annually in arrears on January 13 and July 13 of each year, commencing on January 13, 2021.
Interest on the 2040 notes will be payable semi-annually in arrears on May 13 and
November 13 of each year, commencing on November 13, 2020.
Interest on the
2051 notes will be payable semi-annually in arrears on January 13 and July 13 of each year, commencing on January 13, 2021.
Interest on the 2060 notes will be payable semi-annually in arrears May 13 and November 13 of each year, commencing on November 13,
2020.
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Regular Record Dates:
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With respect to the 2026 notes, December 30 or June 30, as the case may be, immediately preceding the applicable interest payment
date (whether or not such record date is a business day).
With respect to the 2028
notes, December 30 or June 30, as the case may be, immediately preceding the applicable interest payment date (whether or not such record date is a business day).
With respect to the 2031 notes, December 30 or June 30, as the case may be, immediately preceding the applicable interest payment date (whether or
not such record date is a business day).
With respect to the 2040 notes,
April 30 or October 30, as the case may be, immediately preceding the applicable interest payment date (whether or not such record date is a business day).
With respect to the 2051 notes, December 30 or June 30, as the case may be, immediately preceding the applicable interest payment date (whether or
not such record date is a business day).
With respect to the 2060 notes,
April 30 or October 30, as the case may be, immediately preceding the applicable interest payment date (whether or not such record date is a business day).
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Use of Proceeds:
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The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including (i) the repayment of commercial paper and (ii) the repayment at maturity of the Guarantors 1.800% notes
due June 2020 and the Guarantors floating rate notes due June 2020.
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Proceeds to the Company:
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Approximately $10,918,030,000 (after deducting the underwriting discounts but before deducting estimated offering expenses payable by the Company).
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Underwriting Discounts:
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2026 notes: 0.350%
2028 notes: 0.400%
2031 notes: 0.450%
2040 notes: 0.750%
2051 notes: 0.750%
2060 notes: 0.750%
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CUSIP No.:
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2026 notes: 254687 FV3
2028 notes: 254687
FW1
2031 notes: 254687 FX9
2040 notes: 254687 FY7
2051 notes: 254687 FZ4
2060 notes: 254687 GA8
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ISIN No.:
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2026 notes: US254687FV35
2028 notes:
US254687FW18
2031 notes: US254687FX90
2040 notes:
US254687FY73
2051 notes: US254687FZ49
2060 notes:
US254687GA88
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Benchmark Treasury:
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2026 notes: 0.375% due April 30, 2025
2028
notes: 0.500% due April 30, 2027
2031 notes: 1.500% due February 15, 2030
2040 notes: 2.375% due November 15, 2049
2051 notes: 2.375%
due November 15, 2049
2060 notes: 2.375% due November 15, 2049
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Benchmark Treasury Price:
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2026 notes:
100-041⁄4
2028 notes: 99-22
2031 notes: 107-15
2040 notes: 123-10
2051
notes: 123-10
2060 notes: 123-10
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Benchmark Treasury Yield:
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2026 notes: 0.348%
2028 notes: 0.546%
2031 notes: 0.707%
2040 notes: 1.407%
2051 notes: 1.407%
2060 notes: 1.407%
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Spread to Benchmark Treasury:
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2026 notes: +145 basis points
2028 notes: +170
basis points
2031 notes: +195 basis points
2040 notes: +210
basis points
2051 notes: +220 basis points
2060 notes: +240
basis points
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Yield to Maturity:
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2026 notes: 1.798%
2028 notes: 2.246%
2031 notes: 2.657%
2040 notes: 3.507%
2051 notes: 3.607%
2060 notes: 3.807%
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Expected Ratings*:
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Moodys: A2/Stable
Standard &
Poors: A-/Negative Watch
Fitch: A-/Negative
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Optional Redemption:
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The notes of any series of notes may be redeemed, in whole or in part, at the option of the Company, at a make whole calculated using the Treasury Rate (as defined in the Prospectus Supplement) plus 25 basis points in
the case of the 2026 notes, 30 basis points in the case of the 2028 notes, 30 basis points in the case of the 2031 notes, 35 basis points in the case of the 2040 notes, 35 basis points in the case of the 2051 notes and 40 basis points in the case of
the 2060 notes.
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Par Call Date:
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2040 notes: November 13, 2039
2051 notes:
July 13, 2050
2060 notes: November 13, 2059
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Joint Book-Running Managers:
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BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and U.S. Bancorp
Investments, Inc.
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Co-Managers:
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Banca IMI S.p.A., Commerz Markets LLC, ICBC Standard Bank Plc, ING Financial Markets LLC, Loop Capital Markets LLC, Santander Investment Securities Inc., Siebert Williams Shank & Co., LLC, Standard Chartered Bank, Wells
Fargo Securities, LLC, Westpac Capital Markets LLC, MFR Securities, Inc., Mischler Financial Group, Inc., Multi-Bank Securities, Inc. and Ramirez & Co, Inc.
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NOTE: A SECURITIES RATING IS NOT A RECOMMENDATION TO BUY, SELL, OR HOLD SECURITIES AND MAY BE SUBJECT TO
REVISION OR WITHDRAWAL AT ANY TIME.
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The issuer has filed a Registration Statement (including a prospectus) with the Securities and
Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and
Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if
you request it by calling BNP Paribas Securities Corp. by telephone (toll-free) at 1-800-854-5674, Credit Suisse Securities (USA)
LLC by telephone (toll-free) at : 1-800-221-1037, Deutsche Bank Securities Inc. by telephone (toll-free) at 1-800-503-4611, Goldman Sachs & Co. LLC by telephone (toll free) at 1-212-902-1171 and Morgan Stanley & Co. LLC. by telephone (toll-free) at 1-866-718-1649.
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