Disney Announces Commencement of Exchange Offers and Consent Solicitations for 21st Century Fox
Today, the The Walt Disney Company Announces Commencement of Exchange Offers and Consent Solicitations for 21st Century Fox America, Inc.
Here are the official details:
The Walt Disney Company announced today the commencement, in connection with TWDC’s previously announced acquisition of Twenty-First Century Fox, Inc. (“21CF”), of an exchange offer for any and all outstanding notes issued by 21st Century Fox America, Inc. (“21CFA”), for up to $18,128,740,000 aggregate principal amount of new notes (the “New Disney Notes”) and cash.
The New Disney Notes will be issued by TWDC Holdco 613 Corp. (“New Disney”), a direct, wholly owned subsidiary of TWDC formed for the purpose of the acquisition. TWDC, New Disney and 21CF entered into an Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (the “Acquisition Agreement”), for the acquisition of 21CF (the “Acquisition”). Subject to the terms and conditions of the Acquisition Agreement, TWDC and 21CF will become direct wholly owned subsidiaries of New Disney, which will be renamed “The Walt Disney Company.”
The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for each series of notes issued by 21CFA as set forth in the table by clicking here:
In conjunction with the offers to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) the 21CFA Notes, New Disney, on behalf of 21CFA, is concurrently soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the 21CFA Notes to eliminate substantially all of the restrictive covenants in such indentures, release the guarantee provided by 21CF pursuant to such indentures and limit the reporting covenants under such indentures so that 21CFA 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 New Disney may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by New Disney with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.
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, and are conditioned upon the closing of the Acquisition, which condition may not be waived by New Disney. 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.
Holders who validly tender their 21CFA Notes at or prior to 5:00 p.m., New York City time, on October 19, 2018, unless extended (the “Early Tender Date”), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Premium as set forth in the table. For each $1,000 principal amount of 21CFA Notes validly tendered after the Early Tender Date but prior to 12:01 a.m., New York City time, on November 5, 2018, unless extended (the “Expiration Date”), holders of 21CFA Notes will not be eligible to receive the applicable Early Tender Premium and, accordingly, will only be eligible to receive the applicable Exchange Consideration as set forth in the table above. In addition, all holders whose 21CFA Notes are accepted in the Exchange Offers will receive in cash accrued and unpaid interest on their 21CFA Notes up to but not including the settlement date for the Exchange Offers.
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. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the offering memorandum and consent solicitation statement and related letter of transmittal and consent, 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.
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