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Disney commences debt offering for tender offers

Walt Disney Co. commenced an offering of one or more series of its floating rate senior unsecured notes and fixed rate senior unsecured notes pursuant to an effective shelf registration statement filed with the SEC.

Disney plans to use the proceeds of the offering to fund its tender offers for outstanding Disney and indirect unit 21st Century Fox America Inc. debt, prepay in full the aggregate principal amount outstanding under the 364-day credit agreement dated March 15 and for general corporate purposes.

The debt offering is not conditioned on the completion of the tender offers, which Disney and 21st Century Fox concurrently launched. The tender offers for Disney notes are subject to a maximum cap of $1.75 billion. The Disney notes are 8.250% notes due 2096; 7.900% notes due 2095; 7.750% notes due 2045; 6.150% notes due 2041; 8.150% notes due 2036; 7.850% notes due 2039; 6.750% notes due 2038; 6.900% notes due 2039; 6.150% notes due 2037; 6.400% notes due 2035; 6.650% notes due 2037; 5.400% notes due 2043; and 8.450% notes due 2034.

The 21st Century Fox America notes are 5.650% senior notes due 2020; 4.500% senior notes due 2021; 3.000% senior notes due 2022; 8.875% senior debentures due 2023; 4.000% senior notes due 2023; 7.750% senior debentures due January 2024; 7.750% senior debentures due February 2024; 9.500% senior debentures due 2024; 3.700% senior notes due 2024; 8.500% senior debentures due 2025; 3.700% senior notes due 2025; 7.700% senior debentures due 2025; 7.430% senior debentures due 2026; 3.375% senior notes due 2026; 7.125% senior debentures due 2028; 7.300% senior debentures due 2028; 7.280% senior debentures due 2028; 7.625% senior debentures due 2028; 6.550% senior notes due 2033; 8.450% senior debentures due 2034; 6.200% senior notes due 2034; 6.400% senior notes due 2035; 8.150% senior debentures due 2036; 6.150% senior notes due 2037; 6.650% senior notes due 2037; 6.750% senior debentures due 2038; 7.850% senior notes due 2039; 6.900% senior notes due 2039; 6.150% senior notes due 2041; 5.400% senior notes due 2043; 4.750% senior notes due 2044; 4.950% senior notes due 2045; 7.750% senior debentures due 2045; 4.750% senior notes due 2046; 7.900% senior debentures due 2095; and 8.250% senior debentures due 2096.

The tender offers are subject to the satisfaction of certain conditions, including the receipt by Disney before the expiration date of net proceeds of at least $2 billion from the offering.

The tender offers will expire at 11:59 p.m. ET on Sept. 30. In order to receive the applicable total consideration, holders of tender notes must validly tender and not validly withdraw their tender notes before the early tender deadline, which is 5 p.m. ET on Sept. 16.

Citigroup, J.P. Morgan, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets LLC are acting as dealer managers and Global Bondholder Services Corp. is acting as the tender agent and information agent for the tender offers.