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

  1. Press Release, dated September 17, 2019
  2. 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

  1. 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

  1. 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