UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
November 27, 2012

 

 

The Walt Disney Company

(Exact name of registrant as specified in its charter)

 

 

500 South Buena Vista Street

Burbank, California 91521

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (818) 560-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01.         Other Events.

 

On November 27, 2012, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters named therein, with respect to the offer and sale of $500,000,000 aggregate principal amount of its 0.450% Global Notes Due 2015 (the “2015 Notes”), $1,000,000,000 aggregate principal amount of its 1.100% Global Notes Due 2017 (the “2017 Notes”), $1,000,000,000 aggregate principal amount of its 2.350% Global Notes Due 2022 (the “2022 Notes”)  and $500,000,000 aggregate principal amount of its 3.700% Global Notes Due 2042 (the “2042 Notes”, together with the 2015 Notes, the 2017 Notes and the 2022 Notes, the “Notes”).  The 2015 Notes were offered to the public at 99.255% of par and proceeds to the Company with respect to the 2015 Notes net of underwriting discounts and commissions of 0.200%, before expenses, was 99.055% of par. The 2017 Notes were offered to the public at 99.289% of par and proceeds to the Company with respect to the 2017 Notes net of underwriting discounts and commissions of 0.350%, before expenses, was 98.939% of par.  The 2022 Notes were offered to the public at 99.232% of par and proceeds to the Company with respect to the 2022 Notes net of underwriting discounts and commissions of 0.450%, before expenses, was 98.782% of par. The 2042 Notes were offered to the public at 99.282% of par and proceeds to the Company with respect to the 2042 Notes net of underwriting discounts and commissions of 0.750%, before expenses, was 98.532% of par.  The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-171048) of the Company.  The Notes are being issued pursuant to a Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee.

 

Item 9.01.         Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
1.1		Terms Agreement, dated November 27, 2012, between The Walt Disney Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters named therein.
4.1		Form of 0.450% Global Notes Due 2015.
4.2		Form of 1.100% Global Notes Due 2017.
4.3		Form of 2.350% Global Notes Due 2022.
4.4		Form of 3.700% Global Notes Due 2042.
5.1		Opinion of White & Case LLP relating to the Notes.
23.1		Consent of White & Case LLP (included in Exhibit 5.1 above).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	THE WALT DISNEY COMPANY
	By:	/s/ Roger J. Patterson
	Name:	Roger J. Patterson
	Title:	Associate General Counsel
		Registered In-House Counsel
Dated:  November 29, 2012

 

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EXHIBIT INDEX

 

Exhibit No.		Description
1.1		Terms Agreement, dated November 27, 2012, between The Walt Disney Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters named therein.
4.1		Form of 0.450% Global Notes Due 2015.
4.2		Form of 1.100% Global Notes Due 2017.
4.3		Form of 2.350% Global Notes Due 2022.
4.4		Form of 3.700% Global Notes Due 2042.
5.1		Opinion of White & Case LLP relating to the Notes.
23.1		Consent of White & Case LLP (included in Exhibit 5.1 above).

 

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