The walt disney company announces commencement of registered exchange offer for notes issued in connection with prior private exchange offer

The walt disney company announced the commencement of its offer to exchange (the “registered exchange offer”) any and all of the $14,098,439,000 aggregate principal amount of its outstanding senior unsecured notes (the “private placement notes”) previously issued pursuant to an exemption from the registration requirements of the securities act of 1933, as amended (the “securities act”), as set below, for an equal principal amount of new notes registered under the securities act (the “registered notes”). on march 20, 2019, the company completed offers to exchange any and all outstanding notes issued by 21st century fox america inc. for the private placement notes issued by the company, subject to the terms and conditions provided in the related offering memorandum. in connection with the issuance of the private placement notes, the company entered into a registration rights agreement in which the company agreed, among other things, to complete the registered exchange offer. the terms of the registered notes to be issued in the registered exchange offer are substantially identical to the terms of the corresponding series of private placement notes, except that the registered notes will be registered under the securities act and the transfer restrictions, registration rights and additional interest provisions applicable to the private placement notes will not apply to the registered notes. the registered notes will represent the same debt as the private placement notes, and the company will issue the registered notes under the same indenture that governs the applicable series of private placement notes. the company will accept for exchange any and all private placement notes validly tendered and not validly withdrawn prior to 5:00 p.m., new york city time, on november 22, 2019 (as the same may be extended by the company with respect to one or more series of private placement notes, the “expiration date”). prior to the expiration date, tenders of private placement notes may be withdrawn according to the procedures described in the prospectus (as defined below). promptly after the expiration date, the company will settle the registered exchange offer by issuing registered notes pursuant to the terms of the registered exchange offer. the registered exchange offer is being made pursuant to the terms and subject to the conditions set in a prospectus filed with the securities and exchange commission dated october 22, 2019 (as the same may be amended or supplemented, the “prospectus”).
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