The Walt Disney Company Announces Expiration & Final Results of Registered Exchange Offer for Notes Issued in Connection With...
November 25 2019 - 8:00AM
Business Wire
The Walt Disney Company (the “Company”) (NYSE: DIS) announced today the
expiration and final results of its offer to exchange (the
“Registered Exchange Offer”) any and
all of the $14,098,439,000 aggregate principal amount of its
outstanding senior unsecured notes (the “Private Placement Notes”) previously issued
pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of
new notes registered under the Securities Act (the “Registered Notes”).
The Registered Exchange Offer expired at 5:00 p.m., New York
City time, on November 22, 2019 (the “Expiration Date”). As of the Expiration Date, the
principal amounts of Private Placement Notes set forth in the table
below had been validly tendered and not validly withdrawn. The
Company has accepted for exchange all such tendered Private
Placement Notes in the Registered Exchange Offer.
Series of Private Placement
Notes
Aggregate Principal Amount
Outstanding at Commencement
Aggregate Principal Amount
Tendered as of the Expiration Date
5.650% Notes due 2020
$370,982,000
$363,630,000
4.500% Notes due 2021
$863,324,000
$855,743,000
3.000% Notes due 2022
$921,824,000
$910,435,000
8.875% Notes due 2023
$198,404,000
$195,212,000
4.000% Notes due 2023
$284,844,000
$284,429,000
7.750% Notes due January 2024
$186,329,000
$186,299,000
7.750% Notes due February
2024
$68,112,000
$68,075,000
9.500% Notes due 2024
$192,745,000
$192,741,000
3.700% Notes due 2024
$577,316,000
$576,766,000
8.500% Notes due 2025
$186,242,000
$185,378,000
3.700% Notes due 2025
$592,298,000
$592,294,000
7.700% Notes due 2025
$238,084,000
$238,064,000
7.430% Notes due 2026
$229,499,000
$228,699,000
3.375% Notes due 2026
$436,340,000
$436,285,000
7.125% Notes due 2028
$194,125,000
$183,840,000
7.300% Notes due 2028
$195,582,000
$193,923,000
7.280% Notes due 2028
$195,100,000
$193,731,000
7.625% Notes due 2028
$187,789,000
$187,749,000
6.550% Notes due 2033
$342,347,000
$342,347,000
8.450% Notes due 2034
$194,866,000
$193,866,000
6.200% Notes due 2034
$984,222,000
$982,472,000
6.400% Notes due 2035
$973,196,000
$971,816,000
8.150% Notes due 2036
$239,786,000
$239,786,000
6.150% Notes due 2037
$321,934,000
$320,934,000
6.650% Notes due 2037
$1,234,237,000
$1,223,938,000
6.750% Notes due 2038
$141,229,000
$141,229,000
7.850% Notes due 2039
$111,283,000
$111,283,000
6.900% Notes due 2039
$236,418,000
$236,418,000
6.150% Notes due 2041
$631,871,000
$631,871,000
5.400% Notes due 2043
$683,836,000
$679,686,000
4.750% Notes due 2044
$588,724,000
$588,724,000
4.950% Notes due 2045
$399,301,000
$398,301,000
7.750% Notes due 2045
$324,985,000
$324,485,000
4.750% Notes due 2046
$399,892,000
$399,892,000
7.900% Notes due 2095
$93,955,000
$93,453,000
8.250% Notes due 2096
$77,418,000
$77,260,000
Total
$14,098,439,000
$14,031,054,000
Upon the settlement of the Registered Exchange Offer, holders of
Private Placement Notes who validly tendered and did not validly
withdraw such notes prior to the Expiration Date will receive a
like principal amount of Registered Notes of the applicable series.
The Company expects that such settlement will occur on or about
November 26, 2019.
The terms of the Registered Notes to be issued upon the
settlement of the Registered Exchange Offer are substantially
identical to the terms of the corresponding series of Private
Placement Notes, except that the Registered Notes will be
registered under the Securities Act and the transfer restrictions
applicable to the Private Placement Notes will not apply to the
Registered Notes. The Registered Notes will represent the same debt
as the Private Placement Notes, and the Company will issue the
Registered Notes under the same indenture that governs the
applicable series of Private Placement Notes.
The Registered Exchange Offer was made pursuant to the terms and
subject to the conditions set forth in a prospectus filed with the
Securities and Exchange Commission dated October 22, 2019 and
related letter of transmittal. This press release is not an offer
to sell or a solicitation of an offer to buy any of the securities
described herein.
Cautionary Notes on Forward Looking
Statements
This communication may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements can be identified by the fact that they do
not relate strictly to historical or current facts. The Company has
based these forward-looking statements on its current expectations
about future events. These forward-looking statements, including,
without limitation, those relating to future actions, new projects,
strategies, future performance and the outcome of contingencies
such as future financial results are necessarily estimates
reflecting the best judgment of the management of the Company and
involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the
forward-looking statements. These forward-looking statements
should, therefore, be considered in light of various important
factors, including those factors described in more detail in the
Company’s Annual Report on Form 10-K for the year ended September
28, 2019 under Item 1A, “Risk Factors” as well as in any subsequent
periodic or current reports filed with the Securities and Exchange
Commission under the Exchange Act, that include “Risk Factors” or
that discuss risks to us.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
communication. The Company does not undertake any obligation to
publicly update or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of
this communication or to reflect the occurrence of unanticipated
events, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191125005269/en/
Media Contact: David Jefferson
david.j.jefferson@disney.com 818-560-4832
Investor Contact: Lowell Singer lowell.singer@disney.com
818-560-6601
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