The Walt Disney Company Announces It Expects No Further Extension of Exchange Offers and Consent Solicitations for 21st Century Fox America, Inc. Notes
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As previously announced, the Exchange Offers and Consent Solicitations are currently scheduled to expire at 5:00 p.m., New York City time, on March 15, 2019 (the Expiration Date).
The Walt Disney Company (“TWDC”) (NYSE: DIS) announces that it currently
expects there will be no further extension of the expiration date of the
offers to exchange (the “Exchange Offers”) any and all outstanding notes
(the “21CFA Notes”) issued by 21st Century Fox America, Inc. (“21CFA”)
for up to $18,128,740,000 aggregate principal amount of new notes to be
issued by TWDC Holdco 613 Corp. (“New Disney”, and such new notes, the
“New Disney Notes”) and cash and the related consent solicitations (the
“Consent Solicitations”) being made by New Disney on behalf of 21CFA to
adopt certain proposed amendments (the “Proposed Amendments”) to the
indentures governing the 21CFA Notes (the “21CFA Indentures”). As
previously announced, the Exchange Offers and Consent Solicitations are
currently scheduled to expire at 5:00 p.m., New York City time, on March
15, 2019 (the “Expiration Date”).
Tenders of 21CFA Notes made pursuant to the Exchange Offers (but not
consents delivered pursuant to the Consent Solicitations) may be validly
withdrawn at or prior to the Expiration Date.
Supplemental indentures effecting the Proposed Amendments relating to
the 21CFA Notes were executed on October 22, 2018. Such supplemental
indentures were valid and enforceable upon execution but will only
become operative upon the settlement of the Exchange Offers and Consent
Solicitations. As a result, the Proposed Amendments effected by the
supplemental indentures will be deemed to be revoked retroactive to the
date thereof if the Exchange Offers and Consent Solicitations are
terminated or withdrawn prior to settlement.
The Exchange Offers and Consent Solicitations are being made pursuant to
the terms and subject to the conditions set forth in the offering
memorandum and consent solicitation statement dated October 5, 2018 (as
amended by a supplement dated October 15, 2018, the “offering memorandum
and consent solicitation statement”) and the related letter of
transmittal (as amended by a supplement dated October 15, 2018, the
“letter of transmittal”), each as amended by the related press releases
dated October 29, 2018, November 27, 2018, January 8, 2019, January 18,
2019, January 25, 2019, January 29, 2019, January 30, 2019, February 6,
2019, February 21, 2019, March 1, 2019, March 5, 2019 and March 8, 2019
and are conditioned upon the closing of New Disney’s acquisition (the
“Acquisition”) of Twenty-First Century Fox (“21CF”), which condition may
not be waived by New Disney, and certain other conditions that may be
waived by New Disney.
The settlement of the Exchange Offers and Consent Solicitations is
expected to occur promptly, but at least two business days, after the
Expiration Date and is expected to occur on or about the closing date of
the Acquisition. If, at the Expiration Date, the conditions to the
Exchange Offers and Consent Solicitations (other than the consummation
of the Acquisition) have been satisfied or waived, then settlement will
occur on or about the date the Acquisition is consummated. The
Acquisition is expected to become effective at 12:02 a.m. Eastern Time
on March 20, 2019, subject to the satisfaction or waiver of the
conditions to the consummation of the Acquisition set forth in the
documentation governing such transaction. If the Acquisition is not
consummated, or settlement does not otherwise occur, promptly following
the Expiration Date, then the 21CFA Notes will be promptly returned to
the tendering holders and the Proposed Amendments will be deemed to be
revoked retroactive to the date of the supplemental indentures.
Each series of New Disney Notes will have the same interest payment
dates and regular record dates as the corresponding series of 21CFA
Notes, provided that if the regular record date for the first interest
payment date of any series of New Disney Notes would be a date prior to
the settlement date, the record date for such first interest payment
date will be the day immediately preceding such first interest payment
date.
Documents relating to the Exchange Offers and Consent Solicitations will
only be distributed to eligible holders of 21CFA Notes who complete and
return an eligibility form confirming that they are either a “qualified
institutional buyer” under Rule 144A or not a “U.S. person” and outside
the United States under Regulation S for purposes of applicable
securities laws. Except as amended by press releases dated October 29,
2018, November 27, 2018, January 8, 2019, January 18, 2019, January 25,
2019, January 29, 2019, January 30, 2019, February 6, 2019, February 21,
2019, March 1, 2019, March 5, 2019 and March 8, 2019, the complete terms
and conditions of the Exchange Offers and Consent Solicitations are
described in the offering memorandum and consent solicitation statement
and letter of transmittal, copies of which may be obtained by contacting
Global Bondholder Services Corporation, the exchange agent and
information agent in connection with the Exchange Offers and Consent
Solicitations, at (866) 470-3900 (U.S. toll-free) or (212) 430-3774
(banks and brokers). The eligibility form is available electronically
at: http://gbsc-usa.com/eligibility/disney.
This press release does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, or the solicitation
of tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the
offering memorandum and consent solicitation statement and letter of
transmittal and only to such persons and in such jurisdictions as is
permitted under applicable law.
The New Disney Notes offered in the Exchange Offers have not been
registered under the Securities Act of 1933, as amended, or any state
securities laws. Therefore, the New Disney Notes may not be offered or
sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws.
Cautionary Notes on Forward Looking Statements
This communication contains “forward-looking statements” within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such as
“expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “see”,
“will”, “would”, “target”, similar expressions, and variations or
negatives of these words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as
statements about the consummation of the Acquisition and the anticipated
benefits thereof and the expected timing of completion of the Exchange
Offers and the Consent Solicitations. These and other forward-looking
statements are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements, including the failure to consummate the Acquisition or to
make any filing or take other action required to consummate such
transaction in a timely matter or at all. Important risk factors that
may cause such a difference include, but are not limited to the risk:
(i) that the completion of the Acquisition may not occur on the
anticipated terms and timing or at all, (ii) that a condition to closing
of the Acquisition may not be satisfied (including, but not limited to,
the receipt of legal opinions with respect to the treatment of certain
aspects of the Acquisition under U.S. and Australian tax laws), (iii)
that the anticipated tax treatment of the Acquisition is not obtained,
(iv) that potential litigation relating to the Acquisition is instituted
against 21CF, TWDC, New Disney or their respective directors, (v) of
unforeseen liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition and losses on the future prospects, business and management
strategies for the management, expansion and growth of New Disney’s
operations after the consummation of the Acquisition and on the other
conditions to the completion of the Acquisition, and (vi) of adverse
legal and regulatory developments or determinations or adverse changes
in, or interpretations of, U.S., Australian or other foreign laws, rules
or regulations, including tax laws, rules and regulations, that could
delay or prevent completion of the Acquisition or cause the terms of the
Acquisition to be modified, as well as management’s response to any of
the aforementioned factors.
Additional factors are set forth in TWDC’s Annual Report on Form 10-K
for the year ended September 29, 2018 under Item 1A, “Risk Factors”, and
in subsequent reports.
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