UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 |
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| 99.2 |
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| 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