Disney Announces Amendments to Terms of Exchange Offers and Consent Solicitations for 21st Century Fox

The Walt Disney Company announced today amendments to certain terms and conditions of the previously announced (i) 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 (ii) 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”).

New Disney has amended the terms and conditions of the Exchange Offers and Consent Solicitations to provide potential additional flexibility to holders of 21CFA Notes, as follows:

If New Disney has received at 5:00 p.m., New York City time, on October 19, 2018 (as the same may be extended, the “Early Tender Date”), the requisite number of consents to adopt the Proposed Amendments with respect to all three 21CFA Indentures, then:

(1) 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made pursuant to the Exchange Offers (but not consents delivered pursuant to the Consent Solicitations) may be validly withdrawn at or prior to the Expiration Date (instead of no withdrawals being permitted after the Early Tender Date except as required by law, as originally proposed); and

(2) the exchange consideration for each $1,000 principal amount of 21CFA Notes tendered after the Early Tender Date and not validly withdrawn at or prior to the Expiration Date will equal $1,000 principal amount of New Disney Notes of the applicable series (instead of $970 principal amount of New Disney Notes of the applicable series, as originally proposed).

As originally proposed, only holders who tender and do not validly withdraw 21CFA Notes at or prior to the Early Tender Date will be eligible to receive the $1.00 cash portion of the Early Tender Premium (as defined 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”)) for each $1,000 principal amount of 21CFA Notes. On the settlement date for the Exchange Offers, such cash payment will be paid to such tendering holders, even if on such date such person is no longer the beneficial owner of such 21CFA Notes.

Except as described in this press release, the terms of the Exchange Offers and Consent Solicitations remain as previously announced. 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 and the related letter of transmittal (as amended by a supplement dated October 15, 2018, the “letter of transmittal”), and are conditioned upon the closing of TWDC’s acquisition (the “Acquisition”) of Twenty-First Century Fox, Inc. (“21CF”), which condition may not be waived by New Disney, and certain other conditions that may be waived by New Disney.

The Exchange Offers and Consent Solicitations will expire at 12:01 a.m., New York City time, on November 5, 2018 (as the same may be extended, the “Expiration Date”). 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.

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 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 are 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.