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Walt Disney Co 8-K Report, Corporate Update (Mar 23, 2020)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed March 23, 2020
Period End
March 19, 2020
Security
DIS
In the record · 2019–202610-K910-Q238-K106

DIS filed 9 annual reports (10-K), 23 quarterly reports (10-Q) and 106 current reports (8-K) between 2019 and 2026.

  1. Deal closed8-K · Aug ’19Aug ’19
  2. Leadership change8-K · Jul ’23Jul ’23
  3. Leadership change8-K · Mar ’26Mar ’26

01—Abstract

Summary

Summary of the 8-K filed March 23, 2020. Cited figures are marked; the original filing is the authoritative source.

The Walt Disney Company (DIS) filed an 8-K report on March 23, 2020, detailing a significant debt issuance.

The company entered into an Underwriting Agreement to offer and sell a total of $6.00 billiona in aggregate principal amount of notes across various maturities: 2025, 2027, 2030, 2040, and 2050. This move was made on March 19, 2020, and the filing serves to incorporate these details into previously filed registration statements, as required by SEC regulations. This debt offering occurred amidst heightened market uncertainty due to the emerging COVID-19 pandemic.

While the filing does not explicitly state the purpose of the funds raised, such large-scale debt issuance often aims to bolster liquidity, finance ongoing operations, or fund capital expenditures. Investors should note the specific interest rates attached to each series of notes, ranging from 3.350%b to 4.700%, reflecting the varying terms and market conditions at the time.

02—Key points

Key Highlights

  1. Disney raised a total of $6.00 billion through the issuance of five series of notes.
  2. The notes have maturities in 2025, 2027, 2030, 2040, and 2050, with stated interest rates between 3.350% and 4.700%.
  3. The underwriting was managed by prominent financial institutions: BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC.
  4. The issuance was executed under an existing Indenture dated March 20, 2019, with TWDC Enterprises 18 Corp. as guarantor.
  5. This filing is an Other Event (Item 8.01) and incorporates information into a previously filed Form S-3 registration statement.
  6. Legal opinions from Cravath, Swaine & Moore LLP regarding the validity of the notes and related guarantees are included as exhibits.

03—Questions

Frequently Asked Questions

  1. Why did Disney issue $6 billion in new debt?

    The filing does not explicitly state the use of proceeds. However, companies typically issue debt to raise capital for various purposes, including general corporate operations, funding capital expenditures, acquisitions, or to strengthen their liquidity position, especially during periods of economic uncertainty like the one in March 2020.

  2. What are the terms of the new notes being issued?

    Disney issued $1.75 billion in 3.350% Notes due 2025, $500 million in 3.700% Notes due 2027, $1.25 billion in 3.800% Notes due 2030, $750 million in 4.625% Notes due 2040, and $1.75 billion in 4.700% Notes due 2050.

  3. Is this a new registration for these debt securities?

    No, the notes were registered under a previously filed Form S-3 registration statement (No. 333-233595). This 8-K filing is made to incorporate the details of the specific note offerings and related agreements into that existing registration.

  4. Who are the underwriters for this debt offering?

    The underwriters are BofA Securities, Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named in the Underwriting Agreement.

04—Continue

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