UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
In May 2019, subsidiaries of The Walt Disney Company (collectively with its subsidiaries, “Disney”), a subsidiary of NBC Universal (collectively with its subsidiaries, “NBCU”) and Hulu, LLC (“Hulu”), which is owned 67% by Disney and 33% by NBCU, subject to dilution under certain circumstances, entered into an amended agreement. As announced on September 6, 2023 by the Chairman and Chief Executive Officer of NBCU’s parent company, Comcast Corporation, the provisions of the agreement related to the put/call arrangement have been amended. Under the agreement, as amended, in November 2023 (in addition to subsequent periods), NBCU has the option to require Disney to purchase, and Disney has the option to require NBCU to sell, NBCU’s interest in Hulu to Disney, in either case at a redemption value based on NBCU’s equity ownership percentage of the greater of Hulu’s equity fair value or a guaranteed floor value of $27.5 billion. If the put/call is exercised in November 2023, Hulu’s equity fair value will be assessed as of September 30, 2023.
In the event the parties do not come to agreement regarding equity fair value, each party appoints an investment banking firm to determine the value. If the two determinations are not within ten percent (10%) of each other, then the two investment banking firms select a third firm to make a third determination, in which case the equity fair value shall be the average of the two determinations that are closest in value to each other.
The appraisers shall take into account factors they determine relevant to valuation and certain specific factors, including, among others, Hulu’s historical financial and operating results, which shall be based solely on audited financial statements; that Hulu is valued as a going concern, carrying on its existing business activities; and Hulu’s future business prospects and projected financial and operating results, assuming that the assets, contract rights and intellectual property used in Hulu’s business that are provided by Disney will be continued and available to Hulu in a manner and on terms consistent with past practice.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 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 Company 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 | |
| Jolene E. Negre | ||
| Associate General Counsel and Secretary | ||
Dated: September 8, 2023