The Walt Disney Company Announces Commencement of Exchange Offers and Consent Solicitations for 21st Century Fox America, Inc. Notes

BURBANK, Calif.–(BUSINESS WIRE)–The Walt Disney Company (“TWDC”) (NYSE: DIS) 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 below (the “21CFA Notes”):

Title of Series/CUSIP Number of 21st Century Fox America, Inc.
Notes
  Maturity Date   Aggregate Principal Amount Outstanding   Exchange Consideration(1)   Early Tender Premium(1)   Total Exchange Consideration(1)(2)
6.900% Senior Notes due 2019 / 90131HAN5 3/1/2019 $700,000,000 $970 principal amount of New Disney 6.900% Notes due 2019 $30 principal amount of New Disney 6.900% Notes due 2019 and $1.00
in cash
$1,000 principal amount of New Disney 6.900% Notes due 2019 and
$1.00 in cash
5.650% Senior Notes due 2020 / 90131HAP0 / 652482BV1 / U65249AS0 /
U88803AC2
8/15/2020 $400,000,000 $970 principal amount of New Disney 5.650% Notes due 2020 $30 principal amount of New Disney 5.650% Notes due 2020 and $1.00
in cash
$1,000 principal amount of New Disney 5.650% Notes due 2020 and
$1.00 in cash
4.500% Senior Notes due 2021 / 90131HAQ8 2/15/2021 $1,000,000,000 $970 principal amount of New Disney 4.500% Notes due 2021 $30 principal amount of New Disney 4.500% Notes due 2021 and $1.00
in cash
$1,000 principal amount of New Disney 4.500% Notes due 2021 and
$1.00 in cash
3.000% Senior Notes due 2022 / 90131HAR6 9/15/2022 $1,000,000,000 $970 principal amount of New Disney 3.000% Notes due 2022 $30 principal amount of New Disney 3.000% Notes due 2022 and $1.00
in cash
$1,000 principal amount of New Disney 3.000% Notes due 2022 and
$1.00 in cash
8.875% Senior Debentures due 2023 / 90131HAS4 4/26/2023 $250,000,000 $970 principal amount of New Disney 8.875% Notes due 2023 $30 principal amount of New Disney 8.875% Notes due 2023 and $1.00
in cash
$1,000 principal amount of New Disney 8.875% Notes due 2023 and
$1.00 in cash
4.000% Senior Notes due 2023 / 90131HAA3 10/1/2023 $300,000,000 $970 principal amount of New Disney 4.000% Notes due 2023 $30 principal amount of New Disney 4.000% Notes due 2023 and $1.00
in cash
$1,000 principal amount of New Disney 4.000% Notes due 2023 and
$1.00 in cash
7.750% Senior Debentures due 2024 / 90131HAT2 / 652478AR9 1/20/2024 $200,000,000 $970 principal amount of New Disney 7.750% Notes due 2024 $30 principal amount of New Disney 7.750% Notes due 2024 and $1.00
in cash
$1,000 principal amount of New Disney 7.750% Notes due 2024 and
$1.00 in cash
7.750% Senior Debentures due 2024 / 90131HAU9 / 652478AU2 2/1/2024 $90,000,000 $970 principal amount of New Disney 7.750% Notes due 2024 $30 principal amount of New Disney 7.750% Notes due 2024 and $1.00
in cash
$1,000 principal amount of New Disney 7.750% Notes due 2024 and
$1.00 in cash
9.500% Senior Debentures due 2024 / 90131HAV7 7/15/2024 $200,000,000 $970 principal amount of New Disney 9.500% Notes due 2024 $30 principal amount of New Disney 9.500% Notes due 2024 and $1.00
in cash
$1,000 principal amount of New Disney 9.500% Notes due 2024 and
$1.00 in cash
3.700% Senior Notes due 2024 / 90131HAE5 / 90131HAC9 / U88803AA6 9/15/2024 $600,000,000 $970 principal amount of New Disney 3.700% Notes due 2024 $30 principal amount of New Disney 3.700% Notes due 2024 and $1.00
in cash
$1,000 principal amount of New Disney 3.700% Notes due 2024 and
$1.00 in cash
8.500% Senior Debentures due 2025 / 90131HAW5 2/23/2025 $200,000,000 $970 principal amount of New Disney 8.500% Notes due 2025 $30 principal amount of New Disney 8.500% Notes due 2025 and $1.00
in cash
$1,000 principal amount of New Disney 8.500% Notes due 2025 and
$1.00 in cash
3.700% Senior Notes due 2025 / 90131HBW4 10/15/2025 $600,000,000 $970 principal amount of New Disney 3.700% Notes due 2025 $30 principal amount of New Disney 3.700% Notes due 2025 and $1.00
in cash
$1,000 principal amount of New Disney 3.700% Notes due 2025 and
$1.00 in cash
7.700% Senior Debentures due 2025 / 90131HAX3 10/30/2025 $250,000,000 $970 principal amount of New Disney 7.700% Notes due 2025 $30 principal amount of New Disney 7.700% Notes due 2025 and $1.00
in cash
$1,000 principal amount of New Disney 7.700% Notes due 2025 and
$1.00 in cash
7.430% Senior Debentures due 2026 / 90131HAY1 10/1/2026 $240,000,000 $970 principal amount of New Disney 7.430% Notes due 2026 $30 principal amount of New Disney 7.430% Notes due 2026 and $1.00
in cash
$1,000 principal amount of New Disney 7.430% Notes due 2026 and
$1.00 in cash
3.375% Senior Notes due 2026 / 90131HCB9 / 90131HCA1 / U88803AF5 11/15/2026 $450,000,000 $970 principal amount of New Disney 3.375% Notes due 2026 $30 principal amount of New Disney 3.375% Notes due 2026 and $1.00
in cash
$1,000 principal amount of New Disney 3.375% Notes due 2026 and
$1.00 in cash
7.125% Senior Debentures due 2028 / 90131HAZ8 4/8/2028 $200,000,000 $970 principal amount of New Disney 7.125% Notes due 2028 $30 principal amount of New Disney 7.125% Notes due 2028 and $1.00
in cash
$1,000 principal amount of New Disney 7.125% Notes due 2028 and
$1.00 in cash
7.300% Senior Debentures due 2028 / 90131HBA2 4/30/2028 $200,000,000 $970 principal amount of New Disney 7.300% Notes due 2028 $30 principal amount of New Disney 7.300% Notes due 2028 and $1.00
in cash
$1,000 principal amount of New Disney 7.300% Notes due 2028 and
$1.00 in cash
7.280% Senior Debentures due 2028 / 90131HBB0 6/30/2028 $200,000,000 $970 principal amount of New Disney 7.280% Notes due 2028 $30 principal amount of New Disney 7.280% Notes due 2028 and $1.00
in cash
$1,000 principal amount of New Disney 7.280% Notes due 2028 and
$1.00 in cash
7.625% Senior Debentures due 2028 / 90131HBC8 11/30/2028 $200,000,000 $970 principal amount of New Disney 7.625% Notes due 2028 $30 principal amount of New Disney 7.625% Notes due 2028 and $1.00
in cash
$1,000 principal amount of New Disney 7.625% Notes due 2028 and
$1.00 in cash
6.550% Senior Notes due 2033 / 90131HBD6 3/15/2033 $350,000,000 $970 principal amount of New Disney 6.550% Notes due 2033 $30 principal amount of New Disney 6.550% Notes due 2033 and $1.00
in cash
$1,000 principal amount of New Disney 6.550% Notes due 2033 and
$1.00 in cash
8.450% Senior Debentures due 2034 / 90131HBE4 8/1/2034 $200,000,000 $970 principal amount of New Disney 8.450% Notes due 2034 $30 principal amount of New Disney 8.450% Notes due 2034 and $1.00
in cash
$1,000 principal amount of New Disney 8.450% Notes due 2034 and
$1.00 in cash
6.200% Senior Notes due 2034 / 90131HBF1 / 652482BH2 12/15/2034 $1,000,000,000 $970 principal amount of New Disney 6.200% Notes due 2034 $30 principal amount of New Disney 6.200% Notes due 2034 and $1.00
in cash
$1,000 principal amount of New Disney 6.200% Notes due 2034 and
$1.00 in cash
6.400% Senior Notes due 2035 / 90131HBG9 / 90131HBH7 / U65249AM3 12/15/2035 $1,150,000,000 $970 principal amount of New Disney 6.400% Notes due 2035 $30 principal amount of New Disney 6.400% Notes due 2035 and $1.00
in cash
$1,000 principal amount of New Disney 6.400% Notes due 2035 and
$1.00 in cash
8.150% Senior Debentures due 2036 / 90131HBJ3 10/17/2036 $300,000,000 $970 principal amount of New Disney 8.150% Notes due 2036 $30 principal amount of New Disney 8.150% Notes due 2036 and $1.00
in cash
$1,000 principal amount of New Disney 8.150% Notes due 2036 and
$1.00 in cash
6.150% Senior Notes due 2037 / 90131HBK0 3/1/2037 $1,000,000,000 $970 principal amount of New Disney 6.150% Notes due 2037 $30 principal amount of New Disney 6.150% Notes due 2037 and $1.00
in cash
$1,000 principal amount of New Disney 6.150% Notes due 2037 and
$1.00 in cash
6.650% Senior Notes due 2037 / 90131HBL8 11/15/2037 $1,250,000,000 $970 principal amount of New Disney 6.650% Notes due 2037 $30 principal amount of New Disney 6.650% Notes due 2037 and $1.00
in cash
$1,000 principal amount of New Disney 6.650% Notes due 2037 and
$1.00 in cash
6.750% Senior Debentures due 2038 / 90131HBM6 1/9/2038 $248,740,000 $970 principal amount of New Disney 6.750% Notes due 2038 $30 principal amount of New Disney 6.750% Notes due 2038 and $1.00
in cash
$1,000 principal amount of New Disney 6.750% Notes due 2038 and
$1.00 in cash
7.850% Senior Notes due 2039 / 90131HBN4 3/1/2039 $300,000,000 $970 principal amount of New Disney 7.850% Notes due 2039 $30 principal amount of New Disney 7.850% Notes due 2039 and $1.00
in cash
$1,000 principal amount of New Disney 7.850% Notes due 2039 and
$1.00 in cash
6.900% Senior Notes due 2039 / 90131HBP9 8/15/2039 $600,000,000 $970 principal amount of New Disney 6.900% Notes due 2039 $30 principal amount of New Disney 6.900% Notes due 2039 and $1.00
in cash
$1,000 principal amount of New Disney 6.900% Notes due 2039 and
$1.00 in cash
6.150% Senior Notes due 2041 / 90131HBQ7 2/15/2041 $1,500,000,000 $970 principal amount of New Disney 6.150% Notes due 2041 $30 principal amount of New Disney 6.150% Notes due 2041 and $1.00
in cash
$1,000 principal amount of New Disney 6.150% Notes due 2041 and
$1.00 in cash
5.400% Senior Notes due 2043 / 90131HAB1 10/1/2043 $700,000,000 $970 principal amount of New Disney 5.400% Notes due 2043 $30 principal amount of New Disney 5.400% Notes due 2043 and $1.00
in cash
$1,000 principal amount of New Disney 5.400% Notes due 2043 and
$1.00 in cash
4.750% Senior Notes due 2044 / 90131HAH8 / 90131HAF2 / U88803AB4 9/15/2044 $600,000,000 $970 principal amount of New Disney 4.750% Notes due 2044 $30 principal amount of New Disney 4.750% Notes due 2044 and $1.00
in cash
$1,000 principal amount of New Disney 4.750% Notes due 2044 and
$1.00 in cash
4.950% Senior Notes due 2045 / 90131HBZ7 10/15/2045 $400,000,000 $970 principal amount of New Disney 4.950% Notes due 2045 $30 principal amount of New Disney 4.950% Notes due 2045 and $1.00
in cash
$1,000 principal amount of New Disney 4.950% Notes due 2045 and
$1.00 in cash
7.750% Senior Debentures due 2045 / 90131HBR5 12/1/2045 $600,000,000 $970 principal amount of New Disney 7.750% Notes due 2045 $30 principal amount of New Disney 7.750% Notes due 2045 and $1.00
in cash
$1,000 principal amount of New Disney 7.750% Notes due 2045 and
$1.00 in cash
4.750% Senior Notes due 2046 / 90131HCD5 11/15/2046 $400,000,000 $970 principal amount of New Disney 4.750% Notes due 2046 $30 principal amount of New Disney 4.750% Notes due 2046 and $1.00
in cash
$1,000 principal amount of New Disney 4.750% Notes due 2046 and
$1.00 in cash
7.900% Senior Debentures due 2095 / 90131HBS3 12/1/2095 $150,000,000 $970 principal amount of New Disney 7.900% Notes due 2095 $30 principal amount of New Disney 7.900% Notes due 2095 and $1.00
in cash
$1,000 principal amount of New Disney 7.900% Notes due 2095 and
$1.00 in cash
8.250% Senior Debentures due 2096 / 90131HBT1 10/17/2096 $100,000,000 $970 principal amount of New Disney 8.250% Notes due 2096 $30 principal amount of New Disney 8.250% Notes due 2096 and $1.00
in cash
$1,000 principal amount of New Disney 8.250% Notes due 2096 and
$1.00 in cash

(1) For each $1,000 principal amount of 21CFA Notes accepted
for exchange.
(2) Includes Early Tender Premium.

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.

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 consent and only to such persons and in such
jurisdictions as are permitted under applicable law.

The notes offered in the exchange offer have not been registered
under the Securities Act of 1933, as amended, or any state securities
laws. Therefore, the 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.

Cautionary Notes on Forward Looking Statements

This communication contains “forward-looking statements” within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such as
“expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “see”,
“will”, “would”, “target”, similar expressions, and variations or
negatives of these words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as
statements about the consummation of the Acquisition and the anticipated
benefits thereof, expected timing of completion of the Exchange Offers
and receipt of requisite consents in the Consent Solicitations. These
and other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions that
could cause actual results to differ materially from those expressed in
any forward-looking statements, including the failure to consummate the
Acquisition or to make any filing or take other action required to
consummate such transaction in a timely matter or at all. Important risk
factors that may cause such a difference include, but are not limited to
the risk: (i) that the completion of the Acquisition may not occur on
the anticipated terms and timing or at all, (ii) that the regulatory
approvals required for completion of the Acquisition are not obtained,
or that in order to obtain such regulatory approvals, conditions are
imposed that adversely affect the anticipated benefits from the
Acquisition or cause the parties to abandon the Acquisition, (iii) that
a condition to closing of the Acquisition may not be satisfied
(including, but not limited to, the receipt of legal opinions with
respect to the treatment of certain aspects of the Acquisition under
U.S. and Australian tax laws), (iv) that the anticipated tax treatment
of the Acquisition is not obtained, (v) that potential litigation
relating to the Acquisition is instituted against 21CF, TWDC, New Disney
or their respective directors, (vi) of unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition and losses on the future
prospects, business and management strategies for the management,
expansion and growth of New Disney’s operations after the consummation
of the Acquisition and on the other conditions to the completion of the
Acquisition, and (vii) of adverse legal and regulatory developments or
determinations or adverse changes in, or interpretations of, U.S.,
Australian or other foreign laws, rules or regulations, including tax
laws, rules and regulations, that could delay or prevent completion of
the Acquisition or cause the terms of the Acquisition to be modified, as
well as management’s response to any of the aforementioned factors.

Additional factors are set forth in TWDC’s Annual Report on Form 10-K
for the year ended September 30, 2017 under Item 1A, “Risk Factors”, in
TWDC’s Report on Form 10-Q for the quarter ended December 30, 2017 under
Item 1A, “Risk Factors”, in TWDC’s Report on Form 10-Q for the quarter
ended June 30, 2018 under Item 1A, “Risk Factors”, and in subsequent
reports.

Contacts

The Walt Disney Company
Media Contacts:
Zenia Mucha
zenia.mucha@disney.com
818-560-5300
or
David
Jefferson
david.j.jefferson@disney.com
818-560-4832
or
Investor
Contact:

Lowell Singer
lowell.singer@disney.com
818-560-6601

leverton

I have been involved with publishing and marketing for the past 32 years. My passion is helping people share their voice. I am able to do this through two important venues: One, with Area-Info.net where people can share everything from opinions to events to news. It is your choice! What do you want to share? Two, through a new program called America's Real Deal I am involved with to help business owners get their voice heard.I schedule speaking engagements with community groups and business groups to share my passion about the importance of "sharing your voice".Contact me directly at lee@leeeverton.coom for scheduling information.