Disney replaces 364-day revolver and $4 billion five-year facility

Chicago, March 9 – Walt Disney Co. entered into or modified three credit agreements on March 4, according to an 8-K filing with the Securities and Exchange Commission.

The company signed a 364-day credit agreement for $5.25 billion with Citibank, NA as designated agent.

The 364-day facility replaces the company’s $5.25 billion credit agreement signed in March 2021.

The maturity on the 364-day credit agreement is March 3, 2023 and Disney has the option to extend the maturity date for any portion of the credit facility an additional year, to March 4, 2024.

Disney also entered into a $4 billion five-year credit agreement with JPMorgan Chase Bank, NA as designated agent.

The five-year credit agreement expires on March 4, 2027.

It includes a sublimit of up to $500 million to be available for the issuance of letters of credit. It replaces a previous $4 billion facility from March 6, 2020.

Third, Disney amended its $3 billion five-year credit agreement from March 6, 2020 with JPMorgan again as designated agent. The facility expires on March 6, 2025. The amendment aligns the interest rate with the five-year credit agreement and replaces Libor.

All of the credit agreements are guaranteed by TWDC Enterprises 18 Corp.

All of the credit agreements have an interest rate based on ratings. Interest will be between 62.5 basis points to 100 bps over the relevant benchmark, including SOFR, Euribor and Tibor.

The commitment fee for the revolver, also based on ratings, moves between 3 bps and 6 bps for the 364-day revolver, but for the five-year credit agreement it shifts between 5 bps and 12.5 bps.

Advances may be repaid without penalty, subject to customary breakage costs.

Disney must maintain a minimum ratio of consolidated EBITDA to consolidated interest expense of 3x.

Citibank, NA and JPMorgan Chase Bank, NA are co-administrative agents.

Citibank, NA, JPMorgan Chase Bank, NA, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc. are the joint lead arrangers and joint bookrunners, with the lead bank adjusted based on designated agent.

BNP Paribas and Deutsche Bank Securities Inc. are the co-syndication agents.

Bank of America, NA, Credit Suisse AG, New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, NA, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC, Royal Bank of Canada, Societe Generale, Sumitomo Mitsui Banking Corp., TD Securities (USA) LLC, Truist Bank, U.S. Bank NA and Wells Fargo Bank, NA are the co-documentation agents.

Managing agents are Agricultural Bank of China Ltd., New York Branch, Banco Santander, SA, New York Branch, Bank of China, Los Angeles Branch, ICBC Ltd., New York Branch, ING Bank NV, Dublin Branch and Standard Chartered Bank.

Walt Disney is a Burbank, Calif.-based entertainment and media company.

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