The Walt Disney Company (a Delaware corporation) Fixed Rate and Floating Rate Medium-Term Notes, Series G TERMS AGREEMENT
Exhibit 1.1
The Xxxx Disney Company
(a Delaware corporation)
Fixed Rate and Floating Rate
Medium-Term Notes, Series G
March 1, 2017
The Xxxx Disney Company
000 Xxxxx Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Legal Department
Re: Distribution Agreement dated July 20, 2016
Reference is made to the Distribution Agreement dated July 20, 2016 (the “Distribution Agreement”) among The Xxxx Disney Company, a Delaware corporation (the “Company”), and the other parties thereto, which is incorporated herein by reference. The several underwriters named below (the “Underwriters”) severally agree to purchase the following respective principal amounts of Medium-Term Notes, Series G, entitled Floating Rate Notes Due 2020 (the “2020 Floating Rate Notes”), Floating Rate Notes Due 2022 (the “2022 Floating Rate Notes”), 1.950% Notes Due 2020 (the “2020 Notes”) and 2.450% Notes Due 2022 (the “2022 Notes” and, together with the 2020 Floating Rate Notes, the 2022 Floating Rate Notes and the 2020 Notes, the “Notes;” the 2020 Notes and the 2022 Notes are hereinafter called, collectively, the “Fixed Rate Notes”) set forth opposite their names:
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Underwriter |
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Principal Amount |
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Principal Amount |
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Principal |
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Principal |
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Citigroup Global Markets Inc. |
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$ |
85,000,000 |
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$ |
106,250,000 |
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$ |
127,500,000 |
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$ |
106,250,000 |
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X.X. Xxxxxx Securities LLC |
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85,000,000 |
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106,250,000 |
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127,500,000 |
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106,250,000 |
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BNP Paribas Securities Corp. |
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85,000,000 |
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106,250,000 |
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127,500,000 |
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106,250,000 |
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SunTrust Xxxxxxxx Xxxxxxxx, Inc. |
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85,000,000 |
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106,250,000 |
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127,500,000 |
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106,250,000 |
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SMBC Nikko Securities America, Inc. |
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10,000,000 |
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12,500,000 |
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15,000,000 |
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12,500,000 |
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Société Générale |
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10,000,000 |
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12,500,000 |
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15,000,000 |
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12,500,000 |
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Standard Chartered Bank |
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10,000,000 |
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12,500,000 |
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15,000,000 |
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12,500,000 |
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U.S. Bancorp Investments, Inc. |
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10,000,000 |
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12,500,000 |
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15,000,000 |
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12,500,000 |
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X.X. Xxxx & Associates, Inc. |
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5,000,000 |
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6,250,000 |
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7,500,000 |
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6,250,000 |
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Multi-Bank Securities, Inc. |
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5,000,000 |
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6,250,000 |
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7,500,000 |
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6,250,000 |
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Xxxxxx X. Xxxxxxx & Company, Inc. |
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5,000,000 |
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6,250,000 |
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7,500,000 |
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6,250,000 |
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Xxxxxxx Xxxxxxxx Shank & Co., L.L.C. |
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5,000,000 |
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6,250,000 |
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7,500,000 |
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6,250,000 |
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Total |
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$ |
400,000,000 |
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$ |
500,000,000 |
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$ |
600,000,000 |
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$ |
500,000,000 |
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Maturity Date: |
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2020 Floating Rate Notes: March 4, 2020 |
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2022 Floating Rate Notes: March 4, 2022 |
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2020 Notes: March 4, 2020 |
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2022 Notes: March 4, 2022 |
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Original Issue Date: |
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March 6, 2017 |
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Trade Date: |
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March 1, 2017 |
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Public Offering Price: |
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2020 Floating Rate Notes: 100.000% plus accrued interest, if any, from March 6, 2017 |
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2022 Floating Rate Notes: 100.000% plus accrued interest, if any, from March 6, 2017 |
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2020 Notes: 99.974% plus accrued interest, if any, from March 6, 2017 |
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2022 Notes: 99.832% plus accrued interest, if any, from March 6, 2017 |
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Underwriting Discounts |
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2020 Floating Rate Notes: 0.200% |
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and Commissions: |
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2022 Floating Rate Notes: 0.350% |
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2020 Notes: 0.200% |
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2022 Notes: 0.350% |
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Price Payable to the |
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2020 Floating Rate Notes: 99.800% |
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Company by the |
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2022 Floating Rate Notes: 99.650% |
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Underwriters: |
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2020 Notes: 99.774% |
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2022 Notes: 99.482% |
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Applicable Time: |
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4:10 p.m. (New York City time) on Xxxxx 0, 0000 |
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Xxxxxxxxxx Date and Time: |
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March 6, 2017, at 7:00 a.m. Pacific Time |
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Denominations: |
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U.S. $2,000 or any integral multiple of U.S. $1,000 in excess of U.S. $2,000 |
Additional Terms for the Fixed Rate Notes:
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Interest Rate: |
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2020 Notes: 1.950% per annum, accruing from March 6, 2017 |
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2022 Notes: 2.450% per annum, accruing from March 6, 2017 |
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Interest Payment Dates: |
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2020 Notes: Semi-annually on each March 4 and September 4 commencing on September 4, 2017 |
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2022 Notes: Semi-annually on each March 4 and September 4, commencing on September 4, 2017 |
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Day Count Convention: |
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30/360 |
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The Fixed Rate Notes shall have the further terms set forth in Schedule II hereto. | ||
Additional Terms for the 2020 Floating Rate Notes:
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Interest Rate: |
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A rate per annum equal to three-month U.S. dollar LIBOR (as defined in the Company’s prospectus supplement dated July 20, 2016 (the “Prospectus Supplement”)), plus 13 basis points, accruing from March 6, 2017 and reset quarterly, determined as provided in Schedule III hereto and in the Prospectus Supplement |
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Initial Interest Rate: |
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As set forth in Schedule III hereto |
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Interest Payment Dates: |
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As set forth in Schedule III hereto |
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The 2020 Floating Rate Notes shall have the further terms set forth in Schedule III hereto. | ||
Additional Terms for the 2022 Floating Rate Notes:
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Interest Rate: |
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A rate per annum equal to three-month U.S. dollar LIBOR (as defined in the Company’s prospectus supplement dated July 20, 2016 (the “Prospectus Supplement”)), plus 39 basis points, accruing from March 6, 2017 and reset quarterly, determined as provided in Schedule IV hereto and in the Prospectus Supplement |
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Initial Interest Rate: |
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As set forth in Schedule IV hereto |
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Interest Payment Dates: |
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As set forth in Schedule IV hereto |
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The 2022 Floating Rate Notes shall have the further terms set forth in Schedule IV hereto. | ||
Certain Closing Documents and Expenses: The certificate referred to in Section 6(a) of the Distribution Agreement and the opinions referred to in Section 6(b) of the Distribution Agreement will not be required. The reasonable fees and disbursements of counsel to the
Underwriters incurred in connection with the issuance and sale of the Notes will be paid by the Underwriters. On the Settlement Date referred to above, the Company shall deliver to the Underwriters a letter, dated the Original Issue Date referred to above and substantially in the form of Schedule I hereto.
Default by One or More of the Underwriters: If one or more of the Underwriters shall fail at the Original Issue Date referred to above to purchase the Notes which it or they are obligated to purchase under this Terms Agreement (the “Defaulted Notes”), the Representatives (as defined on the signature pages hereof) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the aggregate principal amount of the Defaulted Notes does not exceed 10% of the aggregate principal amount of the Notes to be purchased hereunder, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the aggregate principal amount of the Defaulted Notes exceeds 10% of the aggregate principal amount of the Notes to be purchased hereunder, this Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this paragraph shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of this Terms Agreement, the Representatives or the Company shall have the right to postpone the Original Issue Date for a period not exceeding seven days in order to effect any required changes in the pricing supplement dated March 1, 2017 relating to the Notes or in any other documents or arrangements.
European Economic Area: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), each Underwriter severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Company’s Prospectus dated July 20,
2016, the accompanying Prospectus Supplement dated July 20, 2016, the free writing prospectus dated March 1, 2017 relating to the Fixed Rate Notes, the free writing prospectus dated March 1, 2017 relating to the 2020 Floating Rate Notes, the free writing prospectus dated March 1, 2017 relating to the 2022 Floating Rate Notes and the Pricing Supplement dated March 1, 2017 to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Representatives for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom: Each Underwriter severally represents and agrees that:
· it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
· it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Each Underwriter severally represents to and agrees with the Company that it has not offered, sold or delivered and that it will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute the pricing supplement and accompanying prospectus supplement and prospectus or any other material relating to the Notes, in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the applicable laws and regulations thereof.
Without prejudice to the other provisions of this Terms Agreement and the Distribution Agreement, and except for registration under the Securities Act of 1933, as amended, and compliance with the rules and regulations of the Securities and Exchange Commission thereunder, the Company shall not have any responsibility for, and each Underwriter severally agrees with the Company that such Underwriter and its respective affiliates will obtain, any consent, approval or authorization required by them for the subscription, offer, sale or delivery by them of any of the Notes under the laws and regulations in force in any foreign jurisdiction to which they are subject or in or from which they make such subscription, offer, sale or delivery of any of the Notes.
THIS TERMS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAW RULE 327(b).
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Representatives a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Company and the Underwriters in accordance with its terms.
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Very truly yours, | |
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CITIGROUP GLOBAL MARKETS INC. | |
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By: |
/s/ Xxxx X. Xxxxxxx |
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Name: Xxxx X. Xxxxxxx |
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Title: Vice President |
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X.X. XXXXXX SECURITIES LLC | |
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By: |
/s/ Som Xxxxxxxxxxxxx |
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Name: Som Xxxxxxxxxxxxx |
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Title: Executive Director |
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For themselves and as Representatives (the “Representatives”) of the other Underwriters named herein | |
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Accepted and agreed: |
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THE XXXX DISNEY COMPANY |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: Xxxxxxxx X. Xxxxxxx |
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Title:Senior Vice President and Treasurer |
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SCHEDULE I
March 6, 2017
Citigroup Global Markets Inc.
X.X. Xxxxxx Securities LLC
As Representatives of the several Underwriters
Gentlemen:
I am Associate General Counsel of The Xxxx Disney Company, a Delaware corporation (“Disney”), and have acted as such in connection with the issuance and sale by Disney of Medium-Term Notes, Series G, entitled Floating Rate Notes Due 2020 (the 2020 “Floating Rate Notes”), Floating Rate Notes due 2022 (the “2022 Floating Rate Notes”), 1.950% Notes Due 2020 (the “2020 Notes”) and 2.450% Notes Due 2022 (the “2022 Notes” and, together with the 2020 Floating Rate Notes, the 2022 Floating Rate Notes and 2020 Notes, the “Notes”) pursuant to the Terms Agreement, dated March 1, 2017 (the “Terms Agreement”), between Disney and each of Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”).
This letter is being furnished to you pursuant to the Terms Agreement.
In connection with this letter, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a basis for this letter, including (a) the Registration Statement on Form S-3 (Registration No. 333-212597), filed with the Securities and Exchange Commission (the “Commission”) on July 20, 2016 (such Registration Statement (including the documents incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus (as defined below) pursuant to Item 12 of Form S-3 under the Securities Act of 1933 (the “Incorporated Documents”)) being hereinafter referred to collectively as the “Registration Statement”), pertaining to Disney’s debt securities and other securities, (b) the Prospectus, dated July 20, 2016 (the “Base Prospectus”), the accompanying Prospectus Supplement, dated July 20, 2016 (the “Prospectus Supplement”) and the Pricing Supplement, dated March 1, 2016 (the “Pricing Supplement”), relating to the Notes, each of which was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 (such Base Prospectus (including the Incorporated Documents), Prospectus Supplement and Pricing Supplement being hereinafter referred to collectively as the “Prospectus”), (c) an executed copy of the Terms Agreement, (d) the Pricing Term Sheet dated March 1, 2017 filed with the Commission as a free writing prospectus pursuant to Rule 433 under the Securities Act of 1933 relating to the 2020 Notes and the 2022 Notes (the “Fixed Rate Term Sheet”), (e) the Pricing Term Sheet dated March 1, 2017 filed with the Commission as a free writing prospectus pursuant to Rule 433 under the Securities Act of 1933 relating to the 2020 Floating Rate Notes (the “2020 Floating Rate Term Sheet”), and (f) the Pricing Term Sheet dated March 1, 2017 filed with the Commission as a free writing prospectus pursuant to Rule 433 under the Securities Act of 1933 relating to the 2022 Floating Rate Notes (the “2022 Floating Rate Term Sheet” and, together with the Fixed Rate Term Sheet and the 2020 Floating Rate Term Sheet, the “Term Sheets”).
I have made such inquiry of such officers of Disney and its subsidiaries and counsel for Disney and examined such corporate records, certificates of officers of Disney, officers of Disney’s subsidiaries and of public officials and such other documents and such questions of law and fact as I have considered necessary or appropriate for the purposes of this letter. In connection with my participation in the preparation of the Registration Statement, Prospectus and the Term Sheets, I have not verified, independently, nor do I pass upon or assume any responsibility for, explicitly or implicitly, the accuracy, completeness or fairness of the statements contained therein.
Based upon and subject to the foregoing, nothing has come to my attention that leads me to believe that (a) the Registration Statement (including the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act of 1933), at the time such Registration Statement became effective on March 1, 2017, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Pricing Disclosure Package, at the Applicable Time specified in the Terms Agreement, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (c) the Prospectus, as of the date of the Terms Agreement or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in each case, I express no opinion with respect to the financial statements, schedules and other financial data included or incorporated by reference therein or excluded therefrom or the exhibits to the Registration Statement, including the Trustee’s Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended. As used in this paragraph, “Pricing Disclosure Package” means the Base Prospectus (including the Incorporated Documents) and the accompanying Prospectus Supplement, together with the Term Sheets.
This letter is rendered to you and the Underwriters, in their capacity as Underwriters, in connection with the offering and sale of the Notes, and this letter may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person without my prior express written permission.
Very truly yours,
Filed Pursuant to Rule 433
Registration No. 333-212597
Pricing Term Sheet
March 1, 2017
The Xxxx Disney Company
1.950% Notes Due 2020
2.450% Notes Due 2022
This free writing prospectus relates only to the securities of The Xxxx Disney Company (the “Company”) described below and should be read together with the Company’s prospectus supplement dated July 20, 2016 (the “Prospectus Supplement”), the accompanying prospectus dated July 20, 2016 (the “Prospectus”) and the documents incorporated and deemed to be incorporated by reference therein. We sometimes refer to this free writing prospectus as “this term sheet.”
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Issuer: |
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The Xxxx Disney Company |
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Title of Securities: |
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1.950% Notes Due 2020 (the “2020 Notes”) |
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Trade Date: |
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Xxxxx 0, 0000 |
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Xxxxxxxxxx Date (T+3): |
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March 6, 2017 |
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Use of Proceeds: |
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The Company intends to use the net proceeds from the sale of the Notes and the Other Notes (as defined below under “—Concurrent Offering”) for general corporate purposes, which may include among others, the general corporate purposes identified under the caption “Use of Proceeds” in the Prospectus. |
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Proceeds to the Company: |
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The net proceeds from the sale of the Notes and the Other Notes will be $1,993,504,000 (after deducting the underwriting discounts and commissions but before deducting estimated offering expenses payable by the Company). |
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Maturity Date: |
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2020 Notes: March 4, 2020 |
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Xxxxxxxxx Principal Amount Offered: |
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2020 Notes: $600,000,000 |
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Benchmark Treasury: |
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2020 Notes: 1.375% due February 15, 2020 |
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Benchmark Treasury Price and Yield: |
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2020 Notes: 99-15; 1.559% |
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Spread to Benchmark Treasury: |
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2020 Notes: plus 40 basis points |
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Price to Public (Issue Price): |
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2020 Notes: 99.974% plus accrued interest, if any, from March 6, 2017 |
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Interest Rate: |
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2020 Notes: 1.950% per annum, accruing from March 6, 2017 |
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Interest Payment Dates: |
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2020 Notes: Semi-annually on each March 4 and September 4, commencing on September 4, 2017 |
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Regular Record Dates: |
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2020 Notes: February 17 or August 20, as the case may be, immediately preceding the applicable interest payment date |
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Underwriting Discounts and Commissions: |
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2020 Notes: 0.200% |
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CUSIP No.: |
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2020 Notes: 25468P DP8 |
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ISIN No.: |
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2020 Notes: US25468PDP80 |
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Optional Redemption: |
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The Notes of any tranche may be redeemed, in whole or in part, at the option of the Company, at any time or from time to time prior to their final maturity date, at a redemption price equal to the greater of the following amounts: |
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(1) 100% of the principal amount of the Notes of such tranche to be redeemed; or |
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(2) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes of such tranche to be redeemed (not including any portion of any payments of interest accrued to the applicable redemption date) discounted to such redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 7.5 basis points in the case of the 2020 Notes or 10 basis points in the case of the 2022 Notes, |
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plus, in the case of both clauses (1) and (2) above, accrued and unpaid interest on the principal amount of the Notes of such tranche being redeemed to such redemption date. |
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Notwithstanding the foregoing, installments of interest on the Notes of any tranche that are due and payable on an interest payment date falling prior to a redemption date for the Notes of such tranche shall be payable to the registered holders of such Notes (or one or more predecessor Notes of such tranche) of record at the close of business on the relevant regular record date, all as provided in the indenture. |
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“Treasury Rate” means, with respect to any redemption date for the Notes of any tranche, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. |
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The Treasury Rate will be calculated on the third business day preceding the applicable redemption date. As used in the preceding sentence and in the definition of “Reference Treasury Dealer Quotation” below, the term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York. |
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“Comparable Treasury Issue” means, with respect to any redemption date for the Notes of any tranche, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes of such tranche that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes. |
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“Comparable Treasury Price” means, with respect to any redemption date for the Notes of any tranche, (i) if the Independent Investment Banker obtains four Reference Treasury Dealer Quotations for that redemption date, the average of those Reference Treasury Dealer Quotations after excluding the highest and lowest of those Reference Treasury Dealer Quotations, (ii) if the Independent Investment Banker obtains fewer than four but more than one such Reference Treasury Dealer Quotations, the average of all of those quotations, or (iii) if the Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation, such quotation. |
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“Independent Investment Banker” means one of Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, BNP Paribas Securities Corp. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. and their respective successors appointed by the Company to act as the Independent Investment Banker from time to time, or if any such firm is unwilling or unable to serve in that capacity, an independent investment banking institution of national standing appointed by the Company. |
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“Reference Treasury Dealer” means, with respect to any redemption date for the Notes of any tranche, (A) Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC and BNP Paribas Securities Corp. and their respective successors, provided that, if any such firm ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer and (B) one Primary Treasury Dealer selected by SunTrust Xxxxxxxx Xxxxxxxx, Inc. and its successors. |
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“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date for the Notes of any tranche, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding that redemption date. |
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Unless the Company defaults in payment of the redemption price, interest on each Note or portion thereof called for redemption will cease to accrue on the applicable redemption date. |
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Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Notes of any tranche to be redeemed. If fewer than all of the Notes of any tranche and all Additional Notes (as defined in the Prospectus Supplement), if any, with the same stated maturity, interest rate and other terms (other than original issue date and, if applicable, issue price, date from which interest shall accrue and first payment of interest) as the Notes of such tranche are to be redeemed at any time, selection of such Notes and Additional Notes, if any, for redemption will be made, in the case of Notes evidenced by global Notes (as defined below), in accordance with the procedures of the applicable Depositary (as defined below) or, in the case of definitive Notes, by the trustee (as defined in the Prospectus Supplement) by such method as the trustee shall deem fair and appropriate. If any Note is to be redeemed in part, such Note must be redeemed in a minimum principal amount of $2,000 or a multiple of $1,000 in principal amount in excess thereof; provided that the unredeemed portion of such Note must be an authorized denomination. |
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Form of Notes: |
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The Notes of each tranche will be issued in the form of one or more global Notes (each, a “global Note”) in book-entry form and will be delivered to investors through the facilities of The Depository Trust Company, as depositary for the global Notes (the “Depositary”), for the accounts of its participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment. Investors will not be entitled to receive physical delivery of Notes in definitive form except under the limited circumstances described in the Prospectus Supplement under “Description of the Notes— Book-Entry Notes and Information Relating to DTC.” |
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Currency: |
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The Notes will be denominated and payable in U.S. dollars. |
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Other: |
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The Notes will not be entitled to the benefit of any sinking fund and the Company will not be required to repurchase Notes at the option of the holders. The Notes are “fixed rate notes” as defined in the Prospectus Supplement. |
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Material United States Federal Income |
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For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. |
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Joint Book-Running Managers: |
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Citigroup Global Markets Inc. |
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Co-Managers: |
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Société Générale |
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Junior Co-Managers: |
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X.X. Xxxx & Associates, Inc. |
Concurrent Offering. Concurrently with the offering of the Notes, the Company is offering $400,000,000 aggregate principal amount of its Floating Rate Notes Due 2020 and $500,000,000 aggregate principal amount of its Floating Rate Notes Due 2022 (collectively, the “Other Notes”) pursuant to separate pricing term sheets. The Notes and the Other Notes will be part of a single series of the Company’s senior debt securities under the indenture designated as Medium-Term Notes, Series G.
Plan of Distribution. The following information supplements the information appearing under the caption “Plan of Distribution” in the Prospectus Supplement. Pursuant to a terms agreement dated the date hereof, the joint book-running managers, co-managers and junior co-managers (collectively, the “underwriters”) named above, acting as principal, have severally agreed to purchase the Notes and the Other Notes from the Company. The several obligations of the underwriters to purchase the Notes and the Other Notes are subject to conditions and they are obligated to purchase all of the Notes and the Other Notes if any are purchased. If an underwriter defaults, the terms agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the terms agreement may be terminated.
The Company estimates that expenses of the offering of the Notes and the Other Notes payable by the Company, excluding underwriting discounts and commissions, will be $1,180,000.
Société Générale is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the Notes in the United States, it will do so through its registered U.S. broker-dealer SG Americas Securities, LLC.
Standard Chartered Bank is not a U.S. registered broker-dealer and will not effect any offers or sales of any Notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
Canada. The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are
not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
European Economic Area. This free writing prospectus is not a prospectus for the purposes of the Prospectus Directive (as defined below). This free writing prospectus has been prepared on the basis that all offers of the Notes offered hereby made to persons in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of such Notes. Neither the Company nor the underwriters have authorized, nor does it or do they authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the underwriters which constitute the final placement of the Notes contemplated in this free writing prospectus. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has severally represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Prospectus, the Prospectus Supplement, this free writing prospectus and any related pricing supplement to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom. This free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement do not constitute an offer of Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. The communication of this free writing prospectus, the Prospectus Supplement, the Prospectus, any related pricing supplement and any other document or materials relating to the issue of any Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Xxx 0000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement relate will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement or any of their contents.
Each underwriter severally has represented and agreed that:
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Hong Kong. The contents of the Prospectus, the Prospectus Supplement and this term sheet have not been reviewed or approved by any regulatory authority in Hong Kong. The Prospectus, the Prospectus Supplement and this term sheet do not constitute an offer or invitation to the public in Hong Kong to acquire the Notes. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purpose of issue, the Prospectus, the Prospectus Supplement or this term sheet or any advertisement, invitation or document relating to the Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Notes which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder) or in circumstances which do not result in the Prospectus, the Prospectus Supplement and this term sheet being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Notes is personal to the person to whom the Prospectus, the Prospectus Supplement or this term sheet has been delivered by or on behalf of the Company, and a subscription for the Notes will only be accepted from such person. No person to whom a copy of the Prospectus, the Prospectus Supplement or this term sheet is issued may issue, circulate or distribute the Prospectus, the Prospectus Supplement or this term sheet in Hong Kong or make or give a copy of the Prospectus, the Prospectus Supplement or this term sheet to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about the contents of the Prospectus, the Prospectus Supplement or this term sheet, you should obtain independent professional advice.
Japan. The Notes have not been and will not be registered for a public offering in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). The Notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan or having its principal office in Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Singapore. The Prospectus Supplement, the Prospectus and this term sheet have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement, the Prospectus and this term sheet and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for
the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer pursuant to Section 276(4)(i)(B) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
The issuer has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by contacting Citigroup Global Markets Inc. by telephone (toll free) at 0-000-000-0000, X.X. Xxxxxx Securities LLC (collect) at 0-000-000-0000, BNP Paribas Securities Corp. (toll free) at 0-000-000-0000 or SunTrust Xxxxxxxx Xxxxxxxx, Inc. (toll free) at 0-000-000-0000.
Filed Pursuant to Rule 433
Registration No. 333-212597
Pricing Term Sheet
March 1, 2017
The Xxxx Disney Company
Floating Rate Notes Due 2020
This free writing prospectus relates only to the securities of The Xxxx Disney Company (the “Company”) described below and should be read together with the Company’s prospectus supplement dated July 20, 2016 (the “Prospectus Supplement”), the accompanying prospectus dated July 20, 2016 (the “Prospectus”) and the documents incorporated and deemed to be incorporated by reference therein. We sometimes refer to this free writing prospectus as “this term sheet.”
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Issuer: |
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The Xxxx Disney Company |
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Title of Securities: |
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Floating Rate Notes Due 2020 (the “Notes”) The Notes will be part of a single series of the Company’s senior debt securities under the indenture (as defined in the Prospectus Supplement) designated as Medium-Term Notes, Series G. |
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Trade Date: |
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Xxxxx 0, 0000 |
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Xxxxxxxxxx Date (T+3): |
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March 6, 2017 |
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Use of Proceeds: |
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The Company intends to use the net proceeds from the sale of the Notes and the Other Notes (as defined below under “—Concurrent Offering”) for general corporate purposes, which may include among others, the general corporate purposes identified under the caption “Use of Proceeds” in the Prospectus. |
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Proceeds to the Company: |
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The net proceeds from the sale of the Notes and the Other Notes will be $1,993,504,000 (after deducting the underwriting discounts and commissions but before deducting estimated offering expenses payable by the Company). |
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Maturity Date: |
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Xxxxx 0, 0000 |
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Xxxxxxxxx Principal Amount Offered: |
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$400,000,000 |
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Price to Public (Issue Price): |
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100.000% plus accrued interest, if any, from March 6, 2017 |
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Interest Rate: |
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A rate per annum equal to three-month U.S. dollar LIBOR (as defined in the Prospectus Supplement under “Description of the Notes — Interest — LIBOR Notes”) plus 13 basis points, accruing from March 6, 2017 and reset quarterly, determined as provided below and in the Prospectus Supplement. |
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Redemption: |
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The Notes will not be subject to redemption at the option of the Company. |
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Base Rate**: |
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LIBOR (as defined in the Prospectus Supplement under “Description of the Notes — Interest — LIBOR Notes”) |
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Spread**: |
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Plus 13 basis points |
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LIBOR Page***: |
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The display on Reuters (or any successor service) on the LIBOR 01 page (or any other page as may replace such page on such service or any such successor service, as the case may be) for the purpose of displaying the London interbank rates of major banks for U.S. dollars |
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Index Currency***: |
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U.S. dollars |
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Index Maturity**: |
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Three months |
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Interest Reset Period**: |
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Quarterly |
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Interest Reset Dates**: |
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Each March 4, June 4, September 4 and December 4, commencing June 4, 2017, subject to adjustment as provided in the Prospectus Supplement if any such date is not a “business day” (as defined in the Prospectus Supplement under “Description of the Notes — General”) |
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Initial Interest Rate**: |
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The initial interest rate on the Notes, which will be applicable for the period from and including the Settlement Date referred to above to but excluding the interest reset date falling in June 2017, will be a rate per annum equal to LIBOR, determined as of the second “London business day” (as defined in the Prospectus Supplement under “Description of the Notes — General”) preceding such Settlement Date and on the basis of the LIBOR page, index maturity and index currency referred to above, plus the spread referred to above, calculated as provided in the Prospectus Supplement. |
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Resetting of Interest Rate: |
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The interest rate on the Notes will be reset on each interest reset date, beginning with the interest reset date falling in June 2017, as provided in the Prospectus Supplement and this term sheet. |
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Interest Payment Dates: |
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Interest will be payable quarterly in arrears on each March 4, June 4, September 4 and December 4, commencing on June 4, 2017, subject to adjustment as provided in the Prospectus Supplement if any such date is not a business day, and at maturity. |
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Regular Record Dates: |
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Fifteenth day (whether or not a business day) immediately preceding the applicable interest payment date. |
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Calculation Agent**: |
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The calculation of the interest rate on the Notes will be made by Xxxxx Fargo Bank, National Association, as calculation agent. Any such calculation by the calculation agent shall be conclusive and binding on the Company, the trustee under the indenture and the holders of the Notes, absent manifest error. |
** This term has the meaning set forth in the Prospectus Supplement under “Description of the Notes — Interest — Floating Rate Notes”.
*** This term has the meaning set forth in the Prospectus Supplement under “Description of the Notes — Interest — LIBOR Notes”.
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Other Terms: |
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The Company will not have the option to change the spread or method of calculation of interest on the Notes as described in the Prospectus Supplement under the caption “Description of the Notes—Subsequent Interest Periods.” |
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Underwriting Discounts and Commissions: |
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0.200% |
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CUSIP No.: |
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25468P DR4 |
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ISIN No.: |
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US25468PDR47 |
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Form of Notes: |
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The Notes will be issued in the form of one or more global Notes (each, a “global Note”) in book-entry form and will be delivered to investors through the facilities of The Depository Trust Company, as depositary for the global Notes, for the accounts of its participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment. Investors will not be entitled to receive physical delivery of Notes in definitive form except under the limited circumstances described in the Prospectus Supplement under “Description of the Notes— Book-Entry Notes and Information Relating to DTC.” |
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Currency: |
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The Notes will be denominated and payable in U.S. dollars. |
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Other: |
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The Notes will not be entitled to the benefit of any sinking fund and the Company will not be required to repurchase Notes at the option of the holders. The Notes are “floating rate notes” as defined in the Prospectus Supplement. |
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Material United States Federal Income Tax Considerations: |
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For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. |
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Joint Book-Running Managers: |
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Citigroup Global Markets Inc. |
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Co-Managers: |
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Société Générale |
(…continued)
** This term has the meaning set forth in the Prospectus Supplement under “Description of the Notes — Interest — Floating Rate Notes”.
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Junior Co-Managers: |
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X.X. Xxxx & Associates, Inc. |
Concurrent Offering. Concurrently with the offering of the Notes, the Company is offering $600,000,000 aggregate principal amount of its 1.950% Notes Due 2020, $500,000,000 aggregate principal amount of its 2.450% Notes Due 2022 and $500,000,000 aggregate principal amount of its Floating Rate Notes Due 2022 (collectively, the “Other Notes”) pursuant to separate pricing term sheets. The Notes and the Other Notes will be part of a single series of the Company’s senior debt securities under the indenture designated as Medium-Term Notes, Series G.
Plan of Distribution. The following information supplements the information appearing under the caption “Plan of Distribution” in the Prospectus Supplement. Pursuant to a terms agreement dated the date hereof, the joint book-running managers, co-managers and junior co-managers (collectively, the “underwriters”) named above, acting as principal, have severally agreed to purchase the Notes and the Other Notes from the Company. The several obligations of the underwriters to purchase the Notes and the Other Notes are subject to conditions and they are obligated to purchase all of the Notes and the Other Notes if any are purchased. If an underwriter defaults, the terms agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the terms agreement may be terminated.
The Company estimates that expenses of the offering of the Notes and the Other Notes payable by the Company, excluding underwriting discounts and commissions, will be $1,180,000.
Société Générale is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the Notes in the United States, it will do so through its registered U.S. broker-dealer SG Americas Securities, LLC.
Standard Chartered Bank is not a U.S. registered broker-dealer and will not effect any offers or sales of any Notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
Canada. The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
European Economic Area. This free writing prospectus is not a prospectus for the purposes of the Prospectus Directive (as defined below). This free writing prospectus has been prepared on the basis that all offers of the Notes offered hereby made to persons in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of such Notes. Neither the Company nor the underwriters have authorized, nor does it or do they authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the underwriters which constitute the final placement of the Notes contemplated in this free writing prospectus. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has
severally represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Prospectus, the Prospectus Supplement, this free writing prospectus and any related pricing supplement to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom. This free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement do not constitute an offer of Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. The communication of this free writing prospectus, the Prospectus Supplement, the Prospectus, any related pricing supplement and any other document or materials relating to the issue of any Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Xxx 0000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement relate will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement or any of their contents.
Each underwriter severally has represented and agreed that:
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Hong Kong. The contents of the Prospectus, the Prospectus Supplement and this term sheet have not been reviewed or approved by any regulatory authority in Hong Kong. The Prospectus, the Prospectus Supplement and this term sheet do not constitute an offer or invitation to the public in Hong Kong to acquire the Notes. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purpose of issue, the Prospectus, the Prospectus Supplement or this term sheet or any advertisement, invitation or document relating to the Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Notes which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder) or in circumstances which do not result in the Prospectus, the Prospectus Supplement and this term sheet being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Notes is personal to the person to whom the Prospectus, the Prospectus Supplement or this term sheet has been delivered by or on behalf of the Company, and a subscription for the Notes will only be accepted from such person. No person to whom a copy of the Prospectus, the Prospectus Supplement or this term sheet is issued may issue, circulate or distribute the Prospectus, the Prospectus Supplement or this term sheet in Hong Kong or make or give a copy of the Prospectus, the Prospectus Supplement or this term sheet to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about the contents of the Prospectus, the Prospectus Supplement or this term sheet, you should obtain independent professional advice.
Japan. The Notes have not been and will not be registered for a public offering in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). The Notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan or having its principal office in Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Singapore. The Prospectus Supplement, the Prospectus and this term sheet have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement, the Prospectus and this term sheet and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in
Section 275(2) of the SFA), (2) where such transfer arises from an offer pursuant to Section 276(4)(i)(B) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
The issuer has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by contacting Citigroup Global Markets Inc. by telephone (toll free) at 0-000-000-0000, X.X. Xxxxxx Securities LLC (collect) at 0-000-000-0000, BNP Paribas Securities Corp. (toll free) at 0-000-000-0000 or SunTrust Xxxxxxxx Xxxxxxxx, Inc. (toll free) at 0-000-000-0000.
Filed Pursuant to Rule 433
Registration No. 333-212597
Pricing Term Sheet
March 1, 2017
The Xxxx Disney Company
Floating Rate Notes Due 2022
This free writing prospectus relates only to the securities of The Xxxx Disney Company (the “Company”) described below and should be read together with the Company’s prospectus supplement dated July 20, 2016 (the “Prospectus Supplement”), the accompanying prospectus dated July 20, 2016 (the “Prospectus”) and the documents incorporated and deemed to be incorporated by reference therein. We sometimes refer to this free writing prospectus as “this term sheet.”
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Issuer: |
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The Xxxx Disney Company |
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Title of Securities: |
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Floating Rate Notes Due 2022 (the “Notes”) |
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Trade Date: |
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Xxxxx 0, 0000 |
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Xxxxxxxxxx Date (T+3): |
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March 6, 2017 |
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Use of Proceeds: |
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The Company intends to use the net proceeds from the sale of the Notes and the Other Notes (as defined below under “—Concurrent Offering”) for general corporate purposes, which may include among others, the general corporate purposes identified under the caption “Use of Proceeds” in the Prospectus. |
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Proceeds to the Company: |
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The net proceeds from the sale of the Notes and the Other Notes will be $1,993,504,000 (after deducting the underwriting discounts and commissions but before deducting estimated offering expenses payable by the Company). |
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Maturity Date: |
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Xxxxx 0, 0000 |
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Xxxxxxxxx Principal Amount Offered: |
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$500,000,000 |
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Price to Public (Issue Price): |
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100.000% plus accrued interest, if any, from March 6, 2017 |
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Interest Rate: |
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A rate per annum equal to three-month U.S. dollar LIBOR (as defined in the Prospectus Supplement under “Description of the Notes — Interest — LIBOR Notes”) plus 39 basis points, accruing from March 6, 2017 and reset quarterly, determined as provided below and in the Prospectus Supplement. |
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Redemption: |
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The Notes will not be subject to redemption at the option of the Company. |
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Base Rate**: |
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LIBOR (as defined in the Prospectus Supplement under “Description of the Notes — Interest — LIBOR Notes”) |
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Spread**: |
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Plus 39 basis points |
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LIBOR Page***: |
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The display on Reuters (or any successor service) on the LIBOR 01 page (or any other page as may replace such page on such service or any such successor service, as the case may be) for the purpose of displaying the London interbank rates of major banks for U.S. dollars |
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Index Currency***: |
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U.S. dollars |
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Index Maturity**: |
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Three months |
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Interest Reset Period**: |
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Quarterly |
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Interest Reset Dates**: |
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Each March 4, June 4, September 4 and December 4, commencing June 4, 2017, subject to adjustment as provided in the Prospectus Supplement if any such date is not a “business day” (as defined in the Prospectus Supplement under “Description of the Notes — General”) |
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Initial Interest Rate**: |
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The initial interest rate on the Notes, which will be applicable for the period from and including the Settlement Date referred to above to but excluding the interest reset date falling in June 2017, will be a rate per annum equal to LIBOR, determined as of the second “London business day” (as defined in the Prospectus Supplement under “Description of the Notes — General”) preceding such Settlement Date and on the basis of the LIBOR page, index maturity and index currency referred to above, plus the spread referred to above, calculated as provided in the Prospectus Supplement. |
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Resetting of Interest Rate: |
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The interest rate on the Notes will be reset on each interest reset date, beginning with the interest reset date falling in June 2017, as provided in the Prospectus Supplement and this term sheet. |
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Interest Payment Dates: |
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Interest will be payable quarterly in arrears on each March 4, June 4, September 4 and December 4, commencing on June 4, 2017, subject to adjustment as provided in the Prospectus Supplement if any such date is not a business day, and at maturity. |
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Regular Record Dates: |
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Fifteenth day (whether or not a business day) immediately preceding the applicable interest payment date. |
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Calculation Agent**: |
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The calculation of the interest rate on the Notes will be made by Xxxxx Fargo Bank, National Association, as calculation agent. Any such calculation by the calculation agent shall be conclusive and binding on the Company, the trustee under the indenture and the holders of the Notes, absent manifest error. |
** This term has the meaning set forth in the Prospectus Supplement under “Description of the Notes — Interest — Floating Rate Notes”.
*** This term has the meaning set forth in the Prospectus Supplement under “Description of the Notes — Interest — LIBOR Notes”.
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Other Terms: |
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The Company will not have the option to change the spread or method of calculation of interest on the Notes as described in the Prospectus Supplement under the caption “Description of the Notes—Subsequent Interest Periods.” |
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Underwriting Discounts and Commissions: |
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0.350% |
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CUSIP No.: |
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25468P DS2 |
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ISIN No.: |
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US25468PDS20 |
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Form of Notes: |
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The Notes will be issued in the form of one or more global Notes (each, a “global Note”) in book-entry form and will be delivered to investors through the facilities of The Depository Trust Company, as depositary for the global Notes, for the accounts of its participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment. Investors will not be entitled to receive physical delivery of Notes in definitive form except under the limited circumstances described in the Prospectus Supplement under “Description of the Notes— Book-Entry Notes and Information Relating to DTC.” |
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Currency: |
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The Notes will be denominated and payable in U.S. dollars. |
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Other: |
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The Notes will not be entitled to the benefit of any sinking fund and the Company will not be required to repurchase Notes at the option of the holders. The Notes are “floating rate notes” as defined in the Prospectus Supplement. |
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Material United States Federal Income Tax Considerations: |
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For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and disposition of the Notes, please see “Material United States Federal Income Tax Considerations” in the Prospectus Supplement. |
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Joint Book-Running Managers: |
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Citigroup Global Markets Inc. |
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Co-Managers: |
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Société Générale |
(…continued)
** This term has the meaning set forth in the Prospectus Supplement under “Description of the Notes — Interest — Floating Rate Notes”.
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Junior Co-Managers: |
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X.X. Xxxx & Associates, Inc. |
Concurrent Offering. Concurrently with the offering of the Notes, the Company is offering $600,000,000 aggregate principal amount of its 1.950% Notes Due 2020, $500,000,000 aggregate principal amount of its 2.450% Notes Due 2022 and $400,000,000 aggregate principal amount of its Floating Rate Notes Due 2020 (collectively, the “Other Notes”) pursuant to separate pricing term sheets. The Notes and the Other Notes will be part of a single series of the Company’s senior debt securities under the indenture designated as Medium-Term Notes, Series G.
Plan of Distribution. The following information supplements the information appearing under the caption “Plan of Distribution” in the Prospectus Supplement. Pursuant to a terms agreement dated the date hereof, the joint book-running managers, co-managers and junior co-managers (collectively, the “underwriters”) named above, acting as principal, have severally agreed to purchase the Notes and the Other Notes from the Company. The several obligations of the underwriters to purchase the Notes and the Other Notes are subject to conditions and they are obligated to purchase all of the Notes and the Other Notes if any are purchased. If an underwriter defaults, the terms agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the terms agreement may be terminated.
The Company estimates that expenses of the offering of the Notes and the Other Notes payable by the Company, excluding underwriting discounts and commissions, will be $1,180,000.
Société Générale is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the Notes in the United States, it will do so through its registered U.S. broker-dealer SG Americas Securities, LLC.
Standard Chartered Bank is not a U.S. registered broker-dealer and will not effect any offers or sales of any Notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.
Canada. The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
European Economic Area. This free writing prospectus is not a prospectus for the purposes of the Prospectus Directive (as defined below). This free writing prospectus has been prepared on the basis that all offers of the Notes offered hereby made to persons in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus in connection with offers of such Notes. Neither the Company nor the underwriters have authorized, nor does it or do they authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the underwriters which constitute the final placement of the Notes contemplated in this free writing prospectus. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter has
severally represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Prospectus, the Prospectus Supplement, this free writing prospectus and any related pricing supplement to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom. This free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement do not constitute an offer of Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Notes. The communication of this free writing prospectus, the Prospectus Supplement, the Prospectus, any related pricing supplement and any other document or materials relating to the issue of any Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Xxx 0000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or within Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement relate will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this free writing prospectus, the Prospectus Supplement, the Prospectus and any related pricing supplement or any of their contents.
Each underwriter severally has represented and agreed that:
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Hong Kong. The contents of the Prospectus, the Prospectus Supplement and this term sheet have not been reviewed or approved by any regulatory authority in Hong Kong. The Prospectus, the Prospectus Supplement and this term sheet do not constitute an offer or invitation to the public in Hong Kong to acquire the Notes. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purpose of issue, the Prospectus, the Prospectus Supplement or this term sheet or any advertisement, invitation or document relating to the Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to the Notes which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder) or in circumstances which do not result in the Prospectus, the Prospectus Supplement and this term sheet being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Notes is personal to the person to whom the Prospectus, the Prospectus Supplement or this term sheet has been delivered by or on behalf of the Company, and a subscription for the Notes will only be accepted from such person. No person to whom a copy of the Prospectus, the Prospectus Supplement or this term sheet is issued may issue, circulate or distribute the Prospectus, the Prospectus Supplement or this term sheet in Hong Kong or make or give a copy of the Prospectus, the Prospectus Supplement or this term sheet to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about the contents of the Prospectus, the Prospectus Supplement or this term sheet, you should obtain independent professional advice.
Japan. The Notes have not been and will not be registered for a public offering in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”). The Notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan or having its principal office in Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Singapore. The Prospectus Supplement, the Prospectus and this term sheet have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement, the Prospectus and this term sheet and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in
Section 275(2) of the SFA), (2) where such transfer arises from an offer pursuant to Section 276(4)(i)(B) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
The issuer has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by contacting Citigroup Global Markets Inc. by telephone (toll free) at 0-000-000-0000, X.X. Xxxxxx Securities LLC (collect) at 0-000-000-0000, BNP Paribas Securities Corp. (toll free) at 0-000-000-0000 or SunTrust Xxxxxxxx Xxxxxxxx, Inc. (toll free) at 0-000-000-0000.
