Walt Disney Co false 0001744489 0001744489 2019-09-17 2019-09-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2019

 

THE WALT DISNEY COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38842

 

83-0940635

(State or other jurisdiction

of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

     

500 South Buena Vista Street

Burbank, California

 

91521

(Address of principal executive offices)

 

(Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value

 

DIS

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 8.01 Other Events.

On September 17, 2019, The Walt Disney Company (“Disney”) issued a press release announcing the early results of its previously announced cash tender offers (the “Tender Offers”) by Disney and its indirect subsidiary, 21st Century Fox America, Inc. (“21CFA”), to purchase certain outstanding notes of Disney, subject to a maximum aggregate purchase price (including principal and premium, but excluding accrued interest) of $1,750,000,000 (subsequently increased to $4,000,000,000), and any and all outstanding debt securities of 21CFA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On September 17, 2019, Disney also issued a press release announcing the pricing information for the Tender Offers. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

This Current Report on Form 8-K is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

    Number    

   

Description of Exhibit

         
 

99.1

   

Press Release, dated September 17, 2019

         
 

99.2

   

Press Release, dated September 17, 2019

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL Document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WALT DISNEY COMPANY

     

By:

 

/s/ Jolene E. Negre

Name:

 

Jolene E. Negre

Title:

 

Associate General Counsel and Assistant Secretary

Date: September 17, 2019