Walt Disney Co. amended certain terms and conditions of its offers to exchange any and all outstanding notes issued by 21st Century Fox America Inc. for up to about $18.13 billion of new notes to be issued by TWDC Holdco 613 Corp., or New Disney, and cash and related consent solicitations.
The terms of the exchange offers and consent solicitations have been amended to provide potential additional flexibility to holders of 21st Century Fox America notes, the company said in an SEC filing.
If New Disney has received the requisite number of consents at 5 p.m. ET on Oct. 19 to adopt the proposed amendments with respect to all three 21st Century Fox America indentures, then tenders of 21st Century Fox America notes may be validly withdrawn at or before the expiration date. The exchange consideration for each $1,000 principal amount of 21st Century Fox America notes tendered after the early tender date and not validly withdrawn at or before the expiration date will equal $1,000 principal amount of New Disney notes of the applicable series.
As originally proposed, only holders who tender and do not validly withdraw 21st Century Fox America notes at or before the early tender date will be eligible to receive the $1 cash portion of the early tender premium for each $1,000 principal amount of 21st Century Fox America notes.
According to a Form 8-K filed Oct. 15, the exchange offers and consent solicitations will expire at 12:01 a.m. ET on Nov. 5. The settlement date for 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.
The closing of the acquisition is expected to occur in the first half of calendar year 2019.
Disney commenced the exchange offer in connection with its deal to acquire 21st Century Fox Inc.'s entertainment assets. Under a revised $71.3 billion deal, Disney is offering $38 per share in the form of cash or stock, as compared to the original price of $28 per share.