The Walt Disney Company Announces Pricing Information for Tender Offers by The Walt Disney Company and 21st Century Fox America, Inc.
The Walt Disney Company (“Disney”) (NYSE: DIS) announced today the pricing information 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 set forth 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). As previously announced, Disney 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 terms and conditions of the Tender Offers are described in a separate Amended and Restated Offer to Purchase dated September 3, 2019 (as amended by the press release dated September 17, 2019 and as it may be further amended or supplemented, the “Offer to Purchase”) and related Letter of Transmittal (as amended by the press release dated September 17, 2019 and as it may be further amended or supplemented, the “Letter of Transmittal”). Capitalized terms used and not defined in this press release have the meanings given to them in the Offer to Purchase.
Because the aggregate purchase price (including principal and premium, but excluding accrued interest) of Disney Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on September 16, 2019 (the “Early Tender Deadline”) exceeds the Maximum Disney Tender Cap, Disney will accept for purchase such Disney Notes in accordance with the Acceptance Priority Levels, subject to the proration factors set forth in the table below, as described in the Offer to Purchase, so as not to exceed the Maximum Disney Tender Cap. As a result of reaching the Maximum Disney Tender Cap by the Early Tender Deadline, no Disney Notes tendered after the Early Tender Deadline will be accepted for purchase, regardless of priority level. Disney Notes not accepted for purchase will be returned promptly to the tendering Holders (or, in the case of Disney Notes tendered by book-entry transfer, such Disney Notes will be promptly credited to the account maintained at The Depository Trust Company from which such Disney Notes were delivered) and otherwise returned in accordance with the Offer to Purchase and the Letter of Transmittal.