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

BURBANK, Calif.–(BUSINESS WIRE)–The Walt Disney Company (“TWDC”) (NYSE: DIS) announces the extension of
the expiration date of the 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
the 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 hereby extends such
expiration date from 5:00 p.m., New York City time, on February 19,
2019, to 5:00 p.m., New York City time, on February 26, 2019 (as the
same may be further extended, the “Expiration Date”).

As of 5:00 p.m., New York City time, on February 5, 2019, the principal
amounts of 21CFA Notes set forth in the table below had been validly
tendered and not validly withdrawn:

       

Title of Series/CUSIP Number of 21CFA Notes

Aggregate
Principal Amount
Outstanding

21CFA Notes Tendered as of 5:00 p.m. New
York City
time on February 5, 2019

Principal
Amount

   

 

Percentage

6.900% Senior Notes due 2019 / 90131HAN5 $ 700,000,000 $576,989,000 82.43 %
5.650% Senior Notes due 2020 / 90131HAP0 / 652482BV1 / U65249AS0 /
U88803AC2
$ 400,000,000 $367,213,000 91.80 %
4.500% Senior Notes due 2021 / 90131HAQ8 $ 1,000,000,000 $846,553,000 84.66 %
3.000% Senior Notes due 2022 / 90131HAR6 $ 1,000,000,000 $875,808,000 87.58 %
8.875% Senior Debentures due 2023 / 90131HAS4 $ 250,000,000 $192,941,000 77.18 %
4.000% Senior Notes due 2023 / 90131HAA3 $ 300,000,000 $278,469,000 92.82 %
7.750% Senior Debentures due 2024 / 90131HAT2 / 652478AR9 $ 200,000,000 $178,306,000 89.15 %
7.750% Senior Debentures due 2024 / 90131HAU9 / 652478AU2 $ 90,000,000 $64,912,000 72.12 %
9.500% Senior Debentures due 2024 / 90131HAV7 $ 200,000,000 $186,702,000 93.35 %
3.700% Senior Notes due 2024 / 90131HAE5 / 90131HAC9 / U88803AA6 $ 600,000,000 $571,130,000 95.19 %
8.500% Senior Debentures due 2025 / 90131HAW5 $ 200,000,000 $172,794,000 86.40 %
3.700% Senior Notes due 2025 / 90131HBW4 $ 600,000,000 $577,395,000 96.23 %
7.700% Senior Debentures due 2025 / 90131HAX3 $ 250,000,000 $223,760,000 89.50 %
7.430% Senior Debentures due 2026 / 90131HAY1 $ 240,000,000 $230,913,000 96.21 %
3.375% Senior Notes due 2026 / 90131HCB9 / 90131HCA1 / U88803AF5 $ 450,000,000 $426,120,000 94.69 %
7.125% Senior Debentures due 2028 / 90131HAZ8 $ 200,000,000 $179,339,000 89.67 %
7.300% Senior Debentures due 2028 / 90131HBA2 $ 200,000,000 $195,814,000 97.91 %
7.280% Senior Debentures due 2028 / 90131HBB0 $ 200,000,000 $192,805,000 96.40 %
7.625% Senior Debentures due 2028 / 90131HBC8 $ 200,000,000 $188,630,000 94.32 %
6.550% Senior Notes due 2033 / 90131HBD6 $ 350,000,000 $308,553,000 88.16 %
8.450% Senior Debentures due 2034 / 90131HBE4 $ 200,000,000 $178,442,000 89.22 %
6.200% Senior Notes due 2034 / 90131HBF1 / 652482BH2 $ 1,000,000,000 $963,457,000 96.35 %
6.400% Senior Notes due 2035 / 90131HBG9 / 90131HBH7 / U65249AM3 $ 1,150,000,000 $1,005,755,000 87.46 %
8.150% Senior Debentures due 2036 / 90131HBJ3 $ 300,000,000 $296,555,000 98.85 %
6.150% Senior Notes due 2037 / 90131HBK0 $ 1,000,000,000 $872,324,000 87.23 %
6.650% Senior Notes due 2037 / 90131HBL8 $ 1,250,000,000 $1,084,178,000 86.73 %
6.750% Senior Debentures due 2038 / 90131HBM6 $ 248,740,000 $205,108,000 82.46 %
7.850% Senior Notes due 2039 / 90131HBN4 $ 300,000,000 $254,144,000 84.71 %
6.900% Senior Notes due 2039 / 90131HBP9 $ 600,000,000 $551,171,000 91.86 %
6.150% Senior Notes due 2041 / 90131HBQ7 $ 1,500,000,000 $1,317,720,000 87.85 %
5.400% Senior Notes due 2043 / 90131HAB1 $ 700,000,000 $668,762,000 95.54 %
4.750% Senior Notes due 2044 / 90131HAH8 / 90131HAF2 / U88803AB4 $ 600,000,000 $571,439,000 95.24 %
4.950% Senior Notes due 2045 / 90131HBZ7 $ 400,000,000 $388,853,000 97.21 %
7.750% Senior Debentures due 2045 / 90131HBR5 $ 600,000,000 $527,782,000 87.96 %
4.750% Senior Notes due 2046 / 90131HCD5 $ 400,000,000 $394,428,000 98.61 %
7.900% Senior Debentures due 2095 / 90131HBS3 $ 150,000,000 $80,861,000 53.91 %
8.250% Senior Debentures due 2096 / 90131HBT1 $ 100,000,000 $51,636,000 51.64 %
 

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.

Supplemental indentures effecting the Proposed Amendments relating to
the 21CFA Notes were executed on October 22, 2018. Such supplemental
indentures were valid and enforceable upon execution but will only
become operative upon the settlement of the Exchange Offers and Consent
Solicitations. As a result, the Proposed Amendments effected by the
supplemental indentures will be deemed to be revoked retroactive to the
date thereof if the Exchange Offers and Consent Solicitations are
terminated or withdrawn prior to settlement.

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 (as
amended by a supplement dated October 15, 2018, 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”), each as amended by the related press releases
dated October 29, 2018, November 27, 2018, January 8, 2019, January 18,
2019, January 25, 2019, January 29, 2019, January 30, 2019 and as
amended hereby, and are conditioned upon the closing of New Disney’s
acquisition (the “Acquisition”) of Twenty-First Century Fox (“21CF”),
which condition may not be waived by New Disney, and certain other
conditions that may be waived by New Disney.

The settlement of the Exchange Offers and Consent Solicitations is
expected to occur promptly, but at least two business days, 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 and, as a result, the Expiration
Date may be further extended one or more times. TWDC currently
anticipates providing notice of any such extension in advance of the
Expiration Date. If, at the Expiration Date, the conditions to the
Exchange Offers and Consent Solicitations (other than the consummation
of the Acquisition) have been satisfied or waived, then settlement will
occur on or about the date the Acquisition is consummated. If the
Acquisition is not consummated, or settlement does not otherwise occur,
promptly following the Expiration Date, then the 21CFA Notes will be
promptly returned to the tendering holders and the Proposed Amendments
will be deemed to be revoked retroactive to the date of the supplemental
indentures.

Each series of New Disney Notes will have the same interest payment
dates and regular record dates as the corresponding series of 21CFA
Notes, provided that if the regular record date for the first interest
payment date of any series of New Disney Notes would be a date prior to
the settlement date, the record date for such first interest payment
date will be the day immediately preceding such first interest payment
date.

Except as described in this press release, all other terms of the
Exchange Offers and Consent Solicitations remain unchanged.

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. Except as amended by press releases dated October 29,
2018, November 27, 2018, January 8, 2019, January 18, 2019, January 25,
2019, January 29, 2019, January 30, 2019 and as amended hereby, 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 is
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.

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 and the expected timing of completion of the Exchange
Offers and 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 29, 2018 under Item 1A, “Risk Factors”, and
in subsequent reports.

Contacts

Media Contact:
David Jefferson
david.j.jefferson@disney.com
818-560-4832

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

Staff

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