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): September 17, 2019
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-38842 | 83-0940635 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
500 South Buena Vista Street | ||
Burbank, California | 91521 | |
(Address of principal executive offices) | (Zip Code) |
(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:
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Symbol(s) | on which registered | |||
Common Stock, $0.01 par value | DIS | New York Stock Exchange |
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. ☐
Item 8.01 | Other Events. |
On September 17, 2019, The Walt Disney Company ("Disney") issued a press release announcing the early results of its previously announced cash tender offers (the "Tender Offers") by Disney and its indirect subsidiary, 21st Century Fox America, Inc. ("21CFA"), to purchase certain outstanding notes of Disney, subject to a maximum aggregate purchase price (including principal and premium, but excluding accrued interest) of $1,750,000,000 (subsequently increased to $4,000,000,000), and any and all outstanding debt securities of 21CFA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On September 17, 2019, Disney also issued a press release announcing the pricing information for the Tender Offers. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
This Current Report on Form 8-K is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities.
Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits. | ||
Exhibit | Description of Exhibit | |
Number |
- Press Release, dated September 17, 2019
- Press Release, dated September 17, 2019
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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.
THE WALT DISNEY COMPANY
By: | /s/ Jolene E. Negre |
Name: | Jolene E. Negre |
Title: | Associate General Counsel and Assistant Secretary |
Date: September 17, 2019
Exhibit 99.1
FOR IMMEDIATE RELEASE
THE WALT DISNEY COMPANY ANNOUNCES EARLY RESULTS OF TENDER OFFERS BY THE WALT DISNEY COMPANY AND 21ST
CENTURY FOX AMERICA, INC. AND UPSIZING OF TENDER OFFERS FOR NOTES OF THE WALT DISNEY COMPANY
BURBANK, Calif., September 17, 2019 - The Walt Disney Company ("Disney") (NYSE: DIS) announced today the early results 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 shown 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). Disney further announced that it has 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 Withdrawal Deadline has passed, and Tender Notes tendered pursuant to the Tender Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase (as defined below).
As of 5:00 p.m., New York City time, on September 16, 2019 (the "Early Tender Deadline"), approximately $4,270,376,000 aggregate principal amount of Disney Notes were validly tendered and not validly withdrawn and approximately $257,263,000 aggregate principal amount of 21CFA Notes were validly tendered and not validly withdrawn. The table below identifies the principal amount of each Series validly tendered and not validly withdrawn.
The Disney Notes
CUSIP | Principal Amount | Acceptance | Principal Amount | |||||||||||
Issuer | Notes | Outstanding Prior to the | Priority | |||||||||||
Number | Tender Offers | Level | Tendered(1) | |||||||||||
Disney | 8.250% Notes due 2096 | 254687FE1 | ||||||||||||
U25497BN4 | $ | 93,881,000 | 1 | $ | 16,463,000 | |||||||||
Disney | 7.900% Notes due 2095 | 254687FC5 | ||||||||||||
U25497BM6 | $ | 114,658,000 | 2 | $ | 20,703,000 | |||||||||
Disney | 7.750% Notes due 2045 | 254687EY8 | ||||||||||||
U25497BK0 | $ | 589,505,000 | 3 | $ | 264,520,000 | |||||||||
Disney | 6.150% Notes due 2041 | 254687EQ5 | ||||||||||||
U25497BF1 | $ | 1,488,657,000 | 4 | $ | 856,786,000 | |||||||||
Disney | 8.150% Notes due 2036 | 254687EC6 | ||||||||||||
U25497AZ8 | $ | 299,003,000 | 5 | $ | 59,217,000 | |||||||||
Disney | 7.850% Notes due 2039 | 254687EL6 | ||||||||||||
U25497BD6 | $ | 297,134,000 | 6 | $ | 185,851,000 | |||||||||
Disney | 6.750% Notes due 2038 | 254687EJ1 | ||||||||||||
U25497BC8 | $ | 234,684,000 | 7 | $ | 93,455,000 | |||||||||
Disney | 6.900% Notes due 2039 | 254687EN2 | ||||||||||||
U25497BE4 | $ | 588,117,000 | 8 | $ | 351,699,000 | |||||||||
Disney | 6.150% Notes due 2037 | 254687EE2 | ||||||||||||
U25497BA2 | $ | 990,309,000 | 9 | $ | 668,375,000 | |||||||||
Disney | 6.400% Notes due 2035 | 254687EA0 | ||||||||||||
U25497AY1 | $ | 1,115,433,000 | 10 | $ | 602,014,000 | |||||||||
Disney | 6.650% Notes due 2037 | 254687EG7 | ||||||||||||
U25497BB0 | $ | 1,234,237,000 | 11 | $ | 725,619,000 | |||||||||
Disney | 5.400% Notes due 2043 | 254687ES1 | ||||||||||||
U25497BG9 | $ | 683,836,000 | 12 | $ | 346,023,000 | |||||||||
Disney | 8.450% Notes due 2034 | 254687DW3 | ||||||||||||
U25497AW5 | $ | 194,866,000 | 13 | $ | 79,651,000 |
- As of the Early Tender Deadline.
The 21CFA Notes
CUSIP | Principal Amount | Principal | |||||||||
Issuer | Notes | Outstanding Prior to the | Amount | ||||||||
Number | Tender Offers | Tendered(1) | |||||||||
21CFA | 5.650% Senior Notes due 2020 | 90131HAP0 | |||||||||
652482BV1 | $ | 29,018,000 | $ | 5,557,000 | |||||||
21CFA | 4.500% Senior Notes due 2021 | 90131HAQ8 | $ | 136,676,000 | $ | 87,098,000 | |||||
21CFA | 3.000% Senior Notes due 2022 | 90131HAR6 | $ | 78,176,000 | $ | 41,716,000 | |||||
21CFA | 8.875% Senior Debentures due 2023 | 90131HAS4 | $ | 51,596,000 | $ | 8,018,000 |
CUSIP | Principal Amount | Principal Amount | |||||||||
Issuer | Notes | Outstanding Prior to the | |||||||||
Number | Tender Offers | Tendered(1) | |||||||||
21CFA | 4.000% Senior Notes due 2023 | 90131HAA3 | $ | 15,156,000 | $ | 3,919,000 | |||||
21CFA | 7.750% Senior Debentures due January 2024 | 90131HAT2 | |||||||||
652478AR9 | $ | 13,671,000 | $ | 1,112,000 | |||||||
21CFA | 7.750% Senior Debentures due February 2024 | 90131HAU9 | |||||||||
652478AU2 | $ | 21,888,000 | $ | 189,000 | |||||||
21CFA | 9.500% Senior Debentures due 2024 | 90131HAV7 | $ | 7,255,000 | $ | 97,000 | |||||
21CFA | 3.700% Senior Notes due 2024 | 90131HAE5 | |||||||||
90131HAC9 | |||||||||||
U88803AA6 | $ | 22,684,000 | $ | 14,497,000 | |||||||
21CFA | 8.500% Senior Debentures due 2025 | 90131HAW5 | $ | 13,758,000 | $ | 1,486,000 | |||||
21CFA | 3.700% Senior Notes due 2025 | 90131HBW4 | $ | 7,702,000 | $ | 3,878,000 | |||||
21CFA | 7.700% Senior Debentures due 2025 | 90131HAX3 | $ | 11,916,000 | $ | 3,500,000 | |||||
21CFA | 7.430% Senior Debentures due 2026 | 90131HAY1 | $ | 10,501,000 | $ | 4,533,000 | |||||
21CFA | 3.375% Senior Notes due 2026 | 90131HCB9 | |||||||||
90131HCA1 | |||||||||||
U88803AF5 | $ | 13,660,000 | $ | 11,788,000 | |||||||
21CFA | 7.125% Senior Debentures due 2028 | 90131HAZ8 | $ | 5,875,000 | $ | 576,000 | |||||
21CFA | 7.300% Senior Debentures due 2028 | 90131HBA2 | $ | 4,418,000 | $ | 409,000 | |||||
21CFA | 7.280% Senior Debentures due 2028 | 90131HBB0 | $ | 4,900,000 | $ | 330,000 | |||||
21CFA | 7.625% Senior Debentures due 2028 | 90131HBC8 | $ | 12,211,000 | $ | 1,558,000 | |||||
21CFA | 6.550% Senior Notes due 2033 | 90131HBD6 | $ | 7,653,000 | $ | 1,530,000 | |||||
21CFA | 8.450% Senior Debentures due 2034 | 90131HBE4 | $ | 5,134,000 | $ | 197,000 | |||||
21CFA | 6.200% Senior Notes due 2034 | 90131HBF1 | |||||||||
652482BH2 | $ | 15,778,000 | $ | 13,397,000 | |||||||
21CFA | 6.400% Senior Notes due 2035 | 90131HBG9 | |||||||||
90131HBH7 | |||||||||||
U65249AM3 | $ | 34,567,000 | $ | 6,276,000 | |||||||
21CFA | 8.150% Senior Debentures due 2036 | 90131HBJ3 | $ | 997,000 | $ | 349,000 | |||||
21CFA | 6.150% Senior Notes due 2037 | 90131HBK0 | $ | 9,691,000 | $ | 7,465,000 | |||||
21CFA | 6.650% Senior Notes due 2037 | 90131HBL8 | $ | 15,763,000 | $ | 4,492,000 | |||||
21CFA | 6.750% Senior Debentures due 2038 | 90131HBM6 | $ | 14,056,000 | $ | 2,503,000 | |||||
21CFA | 7.850% Senior Notes due 2039 | 90131HBN4 | $ | 2,866,000 | $ | 30,000 | |||||
21CFA | 6.900% Senior Notes due 2039 | 90131HBP9 | $ | 11,883,000 | $ | 191,000 | |||||
21CFA | 6.150% Senior Notes due 2041 | 90131HBQ7 | $ | 11,343,000 | $ | 10,067,000 | |||||
21CFA | 5.400% Senior Notes due 2043 | 90131HAB1 | $ | 16,164,000 | $ | 9,502,000 | |||||
21CFA | 4.750% Senior Notes due 2044 | 90131HAH8 | |||||||||
90131HAF2 | |||||||||||
U88803AB4 | $ | 11,276,000 | $ | 4,398,000 | |||||||
21CFA | 4.950% Senior Notes due 2045 | 90131HBZ7 | $ | 699,000 | $ | 585,000 | |||||
21CFA | 7.750% Senior Debentures due 2045 | 90131HBR5 | $ | 10,495,000 | $ | 1,618,000 | |||||
21CFA | 4.750% Senior Notes due 2046 | 90131HCD5 | $ | 108,000 | $ | 25,000 | |||||
21CFA | 7.900% Senior Debentures due 2095 | 90131HBS3 | $ | 35,342,000 | $ | 357,000 | |||||
21CFA | 8.250% Senior Debentures due 2096 | 90131HBT1 | $ | 6,119,000 | $ | 4,020,000 |
- As of the Early Tender Deadline.
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 validly tendered and not validly withdrawn as of the Early Tender Deadline have a weighted average coupon of 6.545% and are notes that were previously issued by Disney in exchange for outstanding notes issued by 21CFA. The 21CFA Notes that have been validly tendered and not validly withdrawn 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 amount of each Series accepted for purchase will be determined pursuant to the terms and conditions of the Tender Offers as described in a separate Amended and Restated Offer to Purchase dated September 3, 2019 (as amended by this press release and as it may be further amended or supplemented, the "Offer to Purchase") and related Letter of
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The Walt Disney Company published this content on 17 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 September 2019 22:26:08 UTC