8-K 1 fy2019_q3x8kxcmcsaagreecover.htm CURRENT REPORT Document


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 14, 2019
 
The Walt Disney Company
(Exact name of registrant as specified in its charter)
 
Delaware
001-38842
83-0940635
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
 
 
 
500 South Buena Vista Street
 
 
Burbank, California
 
91521
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
(818) 560-1000
 
(Registrant’s telephone number, including area code)
 
 
 
 
Not applicable
 
(Former name or address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
DIS
 
New York Stock Exchange

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Item 8.01 Other Events.    
On May 14, 2019, The Walt Disney Company (“Disney”) and Comcast Corporation (“Comcast”) issued a joint press release announcing that Disney will immediately assume operational control of Hulu, LLC (“Hulu”). Under a put/call arrangement, as early as January 2024, Disney can require NBCUniversal to sell, and Comcast can require Disney to buy, NBCUniversal’s 33% ownership interest in Hulu, in either case, for fair market value at that future time. Hulu’s fair market value will be assessed by independent experts, subject to a floor that represents a minimum total equity value of Hulu at that time of $27.5 billion.
Disney and Comcast have agreed to fund Hulu’s recent purchase of AT&T Inc.’s 9.5% interest in Hulu, pro rata to their current two thirds/one third ownership interests. Going forward, Comcast may fund its proportionate share of Hulu’s future capital calls and will be diluted if it elects not to fund, subject to a 21% ownership interest floor. Hulu’s capital calls will be subject to a $1.5 billion annual cap.
Comcast and Hulu have agreed to extend the Hulu license of NBCUniversal content until late 2024.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 
 
 
 
 
 
The Walt Disney Company
 
 
 
 
By:
 
/s/ Jolene E. Negre
 
 
 
Jolene E. Negre
 
 
 
Associate General Counsel and Assistant Secretary
 
Dated: May 14, 2019