SEC Form 8-K filed by Walt Disney Company
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 28, 2025, The Walt Disney Company (the “Company”) entered into a 364-Day Credit Agreement, among the Company, as borrower, TWDC Enterprises 18 Corp. (“TWDC Enterprises”), as guarantor, the lenders party thereto, and Citibank, N.A., as designated agent, which provides for advances to be made available to the Company in an aggregate principal amount of up to $5.25 billion (the “364-Day Credit Agreement”) and replaces the Company’s $5.25 billion 364-Day Credit Agreement, dated as of March 1, 2024. The 364-Day Credit Agreement is unsecured and includes a guarantee by TWDC Enterprises of the Company’s payment obligations, which guarantee is subject to release and discharge upon certain circumstances. The 364-Day Credit Agreement supports the Company’s commercial paper borrowings and is available for other general corporate purposes.
The 364-Day Credit Agreement will expire on February 27, 2026. The Company has the option to extend the maturity date of all or a portion of advances outstanding at the time of maturity to February 26, 2027.
Borrowings under the 364-Day Credit Agreement bear interest, at the Company’s election, at (a) (i) for Term SOFR Advances denominated in Dollars, Adjusted Term SOFR (which for an interest period of one month, Term SOFR for such interest period, and for an interest period of three or six months, Term SOFR for such interest period plus 0.10%), (ii) for Advances denominated in Euro, the EURIBO Rate, (iii) for Advances denominated in Yen, the TIBO Rate, and (iv) for Advances denominated in Sterling, Daily Simple SONIA, plus, in each case, an interest rate spread based on the Company’s public debt rating that ranges between 0.625% and 1.000%, and (b) for Base Rate Advances denominated in Dollars, the Base Rate plus an interest rate spread of 0.000%. Capitalized terms used, but not defined in the immediately preceding sentence, have the meanings ascribed to each in the 364-Day Credit Agreement. The 364-Day Credit Agreement also provides a mechanism to replace the interest rate benchmark if the applicable benchmark is no longer available. Advances under the 364-Day Credit Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of Term SOFR, EURIBOR or TIBOR Advances.
The 364-Day Credit Agreement, like the former 364-day credit facility, contains customary affirmative and negative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements, notices of default and certain other information, payment of taxes, maintenance of existence, compliance with laws, and limitations on mergers. The 364-Day Credit Agreement also requires the Company to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as such term is defined in the 364-Day Credit Agreement) of 3.00 to 1.00 as of the last day of each period of four consecutive fiscal quarters.
The 364-Day Credit Agreement, as with the former 364-day credit facility, contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including, among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, bankruptcy and related events, material judgments and the failure of the guaranty to be in full force and effect (other than as permitted under the 364-Day Credit Agreement). The 364-Day Credit Agreement provides that if an event of default occurs under the 364-Day Credit Agreement, then the lenders under the 364-Day Credit Agreement may, among other things, declare all amounts owing under the 364-Day Credit Agreement immediately due and payable. The 364-Day Credit Agreement, as with the former 364-day credit facility, specifically excludes certain entities, including certain entities related to Hong Kong Disneyland and Shanghai Disney Resort, from any representations, covenants or events of default.
The foregoing description of the 364-Day Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the 364-Day Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | 364-Day Credit Agreement dated as of February 28, 2025, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and Citibank, N.A., as designated agent | |
| 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 Walt Disney Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 4, 2025 | The Walt Disney Company | |||||
| By: | /s/ Jolene E. Negre | |||||
| Jolene E. Negre | ||||||
| Deputy General Counsel – Securities Regulation, Governance and Secretary | ||||||