PROSPECTUS SUPPLEMENT
(To Prospectus dated September 3, 2019)
$11,000,000,000
$1,500,000,000 1.750% Notes due 2026
$1,000,000,000 2.200% Notes due 2028
$2,500,000,000 2.650% Notes due 2031
$1,750,000,000 3.500% Notes due 2040
$2,750,000,000 3.600% Notes due 2051
$1,500,000,000 3.800% Notes due 2060
Guaranteed by TWDC Enterprises 18 Corp.
The Walt Disney
Company (Disney, the Company, we, us or our) is offering $1,500,000,000 aggregate principal amount of its 1.750% notes due 2026 (the 2026
notes), $1,000,000,000 aggregate principal amount of its 2.200% notes due 2028 (the 2028 notes), $2,500,000,000 aggregate principal amount of its 2.650% notes due 2031 (the 2031 notes), $1,750,000,000
aggregate principal amount of its 3.500% notes due 2040 (the 2040 notes), $2,750,000,000 aggregate principal amount of its 3.600% notes due 2051 (the 2051 notes) and $1,500,000,000 aggregate principal amount of
its 3.800% notes due 2060 (the 2060 notes and, collectively with the 2026 notes, the 2028 notes, the 2031 notes, the 2040 notes and the 2051 notes, the notes).
The 2026 notes will bear interest at a rate of 1.750% per annum. The 2028 notes will bear interest at a rate of 2.200% per annum. The 2031
notes will bear interest at the rate of 2.650% per annum. The 2040 notes will bear interest at the rate of 3.500% per annum. The 2051 notes will bear interest at the rate of 3.600% per annum. The 2060 notes will bear interest at the rate of 3.800%
per annum. We will pay interest on the 2026 notes semi-annually in arrears on January 13 and July 13 of each year, commencing on January 13, 2021. We will pay interest on the 2028 notes semi-annually in arrears on January 13 and
July 13 of each year, commencing on January 13, 2021. We will pay interest on the 2031 notes semi-annually in arrears on January 13 and July 13 of each year, commencing on January 13, 2021. We will pay interest on the 2040
notes semi-annually in arrears on May 13 and November 13 of each year, commencing on November 13, 2020. We will pay interest on the 2051 notes semi-annually in arrears on January 13 and July 13 of each year, commencing on
January 13, 2021. We will pay interest on the 2060 notes semi-annually in arrears on November 13 and May 13 of each year, commencing on November 13, 2020.
The 2026 notes will mature on January 13, 2026, unless earlier redeemed. The 2028 notes will mature on January 13, 2028, unless earlier
redeemed. The 2031 notes will mature on January 13, 2031, unless earlier redeemed. The 2040 notes will mature on May 13, 2040, unless earlier redeemed. The 2051 notes will mature on January 13, 2051, unless earlier redeemed. The 2060 notes will
mature on May 13, 2060, unless earlier redeemed.
We may redeem some or all of the notes at any time or from time to time at our option at
the redemption prices described in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank pari
passu with our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be guaranteed (the guarantee) on a senior unsecured basis by TWDC Enterprises 18 Corp. (the
Guarantor or TWDC Enterprises), our 100%-owned subsidiary. The guarantee will rank pari passu with the Guarantors other unsecured and unsubordinated indebtedness from time to time outstanding. The
notes will be issued in fully-registered, book-entry form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in
the notes involves risks. See Risk Factors beginning on page S-7 for a discussion of certain risks that should be considered in connection with an
investment in the notes, as well as Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019, our subsequent Quarterly Reports on Form 10-Q and the other filings with the Securities and Exchange Commission that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Public Offering Price(1)
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Underwriting Discount
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Proceeds (before expenses)
to The Walt Disney Company
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Per Note
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Total
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Per Note
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Total
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Per Note
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Total
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1.750% Notes due 2026
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99.741
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%
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$
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1,496,115,000
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0.350
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%
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$
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5,250,000
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99.391
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%
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$
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1,490,865,000
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2.200% Notes due 2028
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99.675
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%
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$
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996,750,000
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0.400
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%
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$
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4,000,000
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99.275
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%
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$
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992,750,000
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2.650% Notes due 2031
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99.932
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%
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$
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2,498,300,000
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0.450
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%
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$
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11,250,000
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99.482
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%
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$
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2,487,050,000
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3.500% Notes due 2040
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99.900
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%
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$
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1,748,250,000
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0.750
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%
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$
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13,125,000
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99.150
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%
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$
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1,735,125,000
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3.600% Notes due 2051
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99.864
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%
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$
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2,746,260,000
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0.750
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%
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$
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20,625,000
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99.114
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%
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$
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2,725,635,000
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3.800% Notes due 2060
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99.857
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%
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$
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1,497,855,000
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0.750
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%
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$
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11,250,000
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99.107
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%
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$
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1,486,605,000
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Total
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$
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10,983,530,000
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$
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65,500,000
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$
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10,918,030,000
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(1)
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Plus accrued interest, if any, from May 13, 2020.
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The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes. The underwriters expect
to deliver the notes in fully-registered, book-entry form on or about May 13, 2020 through the facilities of The Depository Trust Company (DTC) and its direct and indirect participants, including Euroclear Bank SA/NV, or its
successor as operator of the Euroclear System (Euroclear), and Clearstream Banking S.A. (Clearstream Luxembourg).
Joint
Book-Running Managers
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BNP PARIBAS
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Credit Suisse
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Deutsche Bank Securities
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Goldman Sachs & Co. LLC
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Morgan Stanley
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BofA Securities
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Citigroup
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HSBC
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J.P. Morgan
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Mizuho Securities
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RBC Capital Markets
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SMBC Nikko
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SOCIETE GENERALE
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SunTrust Robinson Humphrey
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TD Securities
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US Bancorp
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Co-Managers
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Banca IMI
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COMMERZBANK
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ICBC Standard Bank
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ING
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Loop Capital Markets
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Santander
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Siebert Williams Shank
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Standard Chartered Bank
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Wells Fargo Securities
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Westpac Capital Markets LLC
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MFR Securities, Inc.
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Mischler Financial Group, Inc.
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Multi-Bank Securities, Inc.
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Ramirez & Co, Inc.
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The date of
this Prospectus Supplement is May 11, 2020.