Disney updates exchange tally for 21st Century notes, extends offer

By Marisa Wong

Morgantown, W.Va., Jan. 29 – Walt Disney Co. gave yet another update in the exchange for notes issued by 21st Century Fox America, Inc. and extended the offer until 5 p.m. ET on Feb. 6 from 5 p.m. ET on Feb. 5.

As announced Oct. 5, the company is offering up to $18,128,740,000 principal amount of new Disney notes to be issued by TWDC Holdco 613 Corp. and cash in the exchange offer. TWDC Holdco 613 is a direct wholly owned subsidiary of Disney formed for the purpose of Disney’s previously announced acquisition of Twenty-First Century Fox, Inc.

The offers were originally set to end at 12:01 a.m. ET on Nov. 5 and then extended until 5 p.m. ET on Dec. 4, to 5 p.m. ET on Jan. 15, to 5 p.m. ET on Jan. 28 and to 5 p.m. ET on Feb. 1.

The company previously gave a tally of notes tendered as of the early deadline at 5 p.m. ET on Oct. 19 and then as of 5 p.m. ET on Oct. 26, 5 p.m. ET on Nov. 26, 5 p.m. ET on Jan. 7, 5 p.m. ET on Jan. 17 and 5 p.m. ET on Jan. 24.

21st Century Fox America executed supplemental indentures to the notes on Oct. 22, which will become operative upon settlement of the exchange offers.

Holders had tendered the following amount of notes for exchange as of 5 p.m. ET on Jan. 28:

• $576,084,000, or 82.3%, of the $700 million 6.9% senior notes due March 1, 2019;

• $371,095,000, or 92.77%, of the $400 million 5.65% senior notes due Aug. 15, 2020;

• $840.47 million, or 84.05%, of the $1 billion 4.5% senior notes due Feb. 15, 2021;

• $902,135,000, or 90.21%, of the $1 billion 3% senior notes due Sept. 15, 2022;

• $192,941,000, or 77.18%, of the $250 million 8.875% debentures due April 26, 2023;

• $278,469,000, or 92.82%, of the $300 million 4% senior notes due Oct. 1, 2023;

• $178,306,000, or 89.15%, of the $200 million 7.75% senior debentures due Jan. 20, 2024;

• $64,912,000, or 72.12%, of the $90 million 7.75% senior debentures due Feb. 1, 2024;

• $186,702,000, or 93.35%, of the $200 million 9.5% senior debentures due July 15, 2024;

• $571,097,000, or 95.18%, of the $600 million 3.7% senior notes due Sept. 15, 2024;

• $172,794,000, or 86.4%, of the $200 million of 8.5% senior debentures due Feb. 23, 2025;

• $577,395,000, or 96.23%, of the $600 million of 3.7% debentures due Oct. 15, 2025;

• $223.76 million, or 89.5%, of the $250 million of 7.7% senior debentures due Oct. 30, 2025;

• $230,913,000, or 96.21%, of the $240 million of 7.43% senior debentures due Oct. 1, 2026;

• $426.42 million, or 94.76%, of the $450 million of 3.375% senior notes due Nov. 15, 2026;

• $179,339,000, or 89.67%, of the $200 million of 7.125% senior debentures due April 8, 2028;

• $195,814,000, or 97.91%, of the $200 million of 7.3% senior debentures due April 30, 2028;

• $192,805,000, or 96.4%, of the $200 million of 7.28% debentures due June 30, 2028;

• $188.63 million, or 94.14%, of the $200 million of 7.625% senior debentures due Nov. 30, 2028;

• $308,553,000, or 88.16%, of the $350 million of 6.55% senior notes due March 15, 2033;

• $178,442,000, or 89.22%, of the $200 million of 8.45% senior debentures due Aug. 1, 2034;

• $938,827,000, or 93.88%, of the $1 billion of 6.2% senior notes due Dec. 15, 2034;

• $1,007,610,000, or 87.62%, of the $1.15 billion of 6.4% senior notes due Dec. 15, 2035;

• $287,555,000, or 95.85%, of the $300 million of 8.15% senior debentures due Oct. 17, 2036;

• $877,124,000, or 87.71%, of the $1 billion of 6.15% senior notes due March 1, 2037;

• $1,099,212,000, or 87.94%, of the $1.25 billion of 6.65% senior notes due Nov. 15, 2037;

• $206,208,000, or 82.9%, of the $248.74 million of 6.75% senior debentures due Jan. 9, 2039;

• $254,242,000, or 84.75%, of the $300 million 7.85% senior notes due 2039;

• $550,751,000, or 91.79%, of the $600 million of 6.9% senior notes due 2039;

• $1,318,270,000, or 87.88%, of the $1.5 billion of 6.15% senior notes due Feb. 15, 2041;

• $670,133,000, or 95.73%, of the $700 million of 5.4% senior notes due Oct. 1, 2043;

• $573,244,000, or 95.54%, of the $600 million of 4.75% senior notes due Sept. 15, 2044;

• $389,206,000, or 97.3%, of the $400 million of 4.95% senior notes due Oct. 15, 2045;

• $527,247,000, or 87.87%, of the $600 million of 7.75% senior debentures due Dec. 1, 2045;

• $396,023,000, or 99.01%, of the $400 million of 4.75% senior notes due Nov. 15, 2046;

• $80,861,000, or 53.91%, of the $150 million of 7.9% senior debentures due Dec. 1, 2095; and

• $51,636,000, or 51.64%, of the $100 million of 8.25% senior debentures due Nov. 17, 2096.

For each $1,000 of each series of notes tendered for exchange, holders will receive a like principal amount of new Disney notes with the same maturity date and coupon and $1 in cash for notes tendered by the early deadline.

For each series, the amount includes an early premium of $30 of new Disney notes per $1,000 of notes tendered by the early deadline of 5 p.m. ET on Oct. 19.

TWDC Holdco 613, on behalf of 21st Century Fox America, is concurrently soliciting consents to adopt some proposed amendments to each of the indentures governing the 21st Century Fox America notes to eliminate substantially all of the restrictive covenants, release the guarantee provided by 21st Century Fox and limit the reporting covenants so that 21st Century Fox America is only required to comply with the reporting requirements under the Trust Indenture Act of 1939.

Each exchange offer and consent solicitation is conditioned upon the completion of the other exchange offers and consent solicitations, although TWDC Holdco 613 may waive the conditions at any time with respect to an exchange offer.

Settlement of the exchange offers is expected to occur promptly after the expiration date and is expected to occur on or about the closing date of the acquisition, which is expected to occur in the first half of calendar year 2019.

As previously announced, Disney, TWDC Holdco 613 and 21st Century Fox entered into an amended and restated agreement and plan of merger, dated June 20, 2018 for the acquisition of 21st Century Fox.

Under the acquisition agreement, Disney and 21st Century Fox will become direct wholly owned subsidiaries of TWDC Holdco 613, which will be renamed Walt Disney Co.

Global Bondholder Services Corp. (866 470-3900 or 212 430-3774) is the exchange agent and information agent.

The exchange is being conducted under Rule 144A and Regulation S.

The entertainment and media company is based in Burbank, Calif.

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