Disney, 21st Century Fox post early tender results; cap increased in Disney offer

By Wendy Van Sickle

Columbus, Ohio, Sept. 17 – Walt Disney Co. and its indirect subsidiary 21st Century Fox America, Inc. announced early results of the cash tender offers to purchase a capped amount of Disney notes and any and all outstanding debt securities of 21st Century on Tuesday, as well as an increase to the cap for the Disney notes.

Disney is now offering to purchase up to $4 billion, increased from $1.75 billion of its notes.

By the early tender deadline of 5 p.m. ET on Sept. 16, $4,270,376,000 principal amount of Disney notes and $257,263,000 principal amount of 21st Century Fox notes were tendered.

The following early tenders for the Disney notes were received with the notes listed in order of acceptance priority level:

• $16,463,000 of the $93,881,000 8.25% notes due 2096, to be priced using the 2.875% Treasury due May 15, 2049 plus 190 basis points;

• $20,703,000 of the $114,658,000 7.9% notes due 2095, to be priced using the 2.875% Treasury due May 15, 2049 plus 190 bps;

• $264.52 million of the $589,505,000 7.75% notes due 2045, to be priced using the 2.875% Treasury due May 15, 2049 plus 120 bps;

• $856,786,000 of the $1,488,657,000 6.15% notes due 2041, to be priced using the 2.875% Treasury due May 15, 2049 plus 95 bps;

• $59,217,000 of the $299,003,000 8.15% notes due 2036, to be priced using the 2.875% Treasury due May 15, 2049 plus 105 bps;

• $185,851,000 of the $297,134,000 7.85% notes due 2039, to be priced using the 2.875% Treasury due May 15, 2049 plus 105 bps;

• $93,455,000 of the $234,684,000 6.75% notes due 2038, to be priced using the 2.875% Treasury due May 15, 2049 plus 95 bps;

• $351,699,000 of the $588,117,000 6.9% notes due 2039, to be priced using the 2.875% Treasury due May 15, 2049 plus 90 bps;

• $668,375,000 of the $990,309,000 6.15% notes due 2037, to be priced using the 2.875% Treasury due May 15, 2049 plus 80 bps;

• $602,014,000 of the $1,115,433,000 6.4% notes due 2035, to be priced using the 2.875% Treasury due May 15, 2049 plus 75 bps;

• $725,619,000 of the $1,234,237,000 6.65% notes due 2037, to be priced using the 2.875% Treasury due May 15, 2049 plus 80 bps;

• $346,023,000 of the $683,836,000 5.4% notes due 2043, to be priced using the 2.875% Treasury due May 15, 2049 plus 90 bps; and

• $79,651,000 of the $194,866,000 8.45% notes due 2034, to be priced using the 1.625% Treasury due Aug. 15, 2029 plus 115 bps.

The Disney notes that were tendered as of the early tender deadline have a weighted average coupon of 6.545% and are notes that were issued by Disney in exchange for outstanding notes issued by 21st Century Fox.

The following early tenders were received in 21st Century’s any-and-all tender offer:

• $5,557,000 of the $29,018,000 5.65% senior notes due 2020, with pricing to be set using the 1.75% Treasury due July 13, 2021 plus 55 bps;

• $87,098,000 of the $136,676,000 4.5% senior notes due 2021, with pricing to be set using the 1.75% Treasury due July 13, 2021 plus 35 bps;

• $41,716,000 of the $78,176,000 3% senior notes due 2022, with pricing to be set using the 1.5% Treasury due Aug. 15, 2022 plus 35 bps;

• $8,018,000 of the $51,596,000 8.875% senior debentures due 2023, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 80 bps;

• $3,919,000 of the $15,156,000 4% senior notes due 2023, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 70 bps;

• $1,112,000 of the $13,671,000 7.75% senior debentures due January 2024, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 90 bps;

• $189,000 of the $21,888,000 7.75% senior debentures due February 2024, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 85 bps;

• $97,000 of the $7,255,000 9.5% senior debentures due 2024, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 85 bps;

• $14,497,000 of the $22,684,000 3.7% senior notes due 2024, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 50 bps;

• $1,486,000 of the $13,758,000 8.5% senior debentures due 2025, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 85 bps;

• $3,878,000 of the $7,702,000 3.7% senior notes due 2025, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 65 bps;

• $3.5 million of the $11,916,000 7.7% senior debentures due 2025, with pricing to be set using the 1.75% Treasury due July 31, 2024 plus 90 bps;

• $4,533,000 of the $10,501,000 7.43% senior debentures due 2026, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps;

• $11,788,000 of the $13.66 million 3.375% senior notes due 2026, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 55 bps;

• $576,000 of the $5,875,000 7.125% senior debentures due 2028, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps;

• $409,000 of the $4,418,000 7.3% senior debentures due 2028, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps;

• $330,000 of the $4.9 million 7.28% senior debentures due 2028, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 100 bps;

• $1,558,000 of the $12,211,000 7.625% senior debentures due 2028, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps;

• $1.53 million of the $7,653,000 6.55% senior notes due 2033, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 110 bps;

• $197,000 of the $5,134,000 8.45% senior debentures due 2034, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 115 bps;

• $13,397,000 of the $15,778,000 6.2% senior notes due 2034, with pricing to be set using the 1.625% Treasury due Aug. 15, 2029 plus 115 bps;

• $6,276,000 of the $34,567,000 6.4% senior notes due 2035, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 75 bps;

• $349,000 of the $997,000 8.15% senior debentures due 2036, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 105 bps;

• $7,465,000 of the $9,691,000 6.15% senior notes due 2037, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 80 bps;

• $4,492,000 of the $15,763,000 6.65% senior notes due 2037, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 80 bps;

• $2,503,000 of the $14,056,000 6.75% senior debentures due 2038, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 95 bps;

• $30,000 of the $2,866,000 7.85% senior notes due 2039, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 105 bps;

• $191,000 of the $11,883,000 6.9% senior notes due 2039, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 90 bps;

• $10,067,000 of the $11,343,000 6.15% senior notes due 2041, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 95 bps;

• $9,502,000 of the $16,164,000 5.4% senior notes due 2043, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 90 bps;

• $4,398,000 of the $11,276,000 4.75% senior notes due 2044, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 90 bps;

• $585,000 of the $699,000 4.95% senior notes due 2045, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 90 bps;

• $1,618,000 of the $10,495,000 7.75% senior debentures due 2045, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 120 bps;

• $25,000 of the $108,000 4.75% senior notes due 2046, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 90 bps;

• $357,000 of the $35,342,000 7.9% senior debentures due 2095, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 190 bps; and

• $4.2 million of the $6,119,000 8.25% senior debentures due 2096, with pricing to be set using the 2.875% Treasury due May 15, 2049 plus 190 bps.

The 21st Century Fox notes that were tendered by 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 Corp., formerly Twenty-First Century Fox, Inc.

The tender offers were subject to certain conditions, including Disney receiving net proceeds of at least $2 billion from an offering of notes. As of Tuesday, all of the conditions had been satisfied.

The tender offers will expire at 11:59 p.m. ET on Sept. 30.

In order to receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 of notes, holders had to validly tender and not validly withdraw their notes before the early tender deadline. Holders who tender their notes after the early tender deadline will not receive the early tender premium.

Pricing will be set at 10 a.m. ET on Sept. 17.

Holders will also receive accrued interest up to but not including the applicable settlement date.

Early settlement is slated for Sept. 18, and final settlement is expected for Oct. 3.

Tendered notes may not be withdrawn after the early tender deadline.

The offer was announced on Sept. 3.

Citigroup Global Markets Inc. (800 831-9146 or prospectus@citi.com), J.P. Morgan Securities LLC (866 834-4666 toll-free, 212 834-4533 collect), BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC are acting as dealer managers, with Citi and JPMorgan the lead dealer managers, and Global Bondholder Services Corp. (866 470-3900 toll free, 212 430-3774 for banks and brokers or contact@gbsc-usa.com) is acting as the tender agent and information agent.

Walt Disney is a Burbank, Calif.-based entertainment and media company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.