Thomson One, 3 pages, business and finance homework help

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Assignment 2: Thomson One - Business School Edition - Walt Disney Prospectus

Students are to go to the Thomson One site and find the prospectus filed on December 19, 2008, by Walt Disney Company (ticker symbol, DIS). This prospectus can be accessed under the filings table and look for PROSP under filling type. Read the prospectus in preparation for completing this assignment. 

You are to write a three to six (3-6) page report that answers the following:

    1. Indicate the type of debt did Disney offers to the public for sale and discuss the various approaches Disney incorporated to ensure successful marketability of these securities.
    2. List the dollar amount of debt Disney proposed to sell to the public. Indicate whether this amount has increased or decreased from 2008 to 2010. Discuss some potential causes of this increase or decrease.
    3. Determine the percentage of the sales price Disney nets after discounts and commissions. Indicate whether this amount as decreased or increased from 2008 to 2010. Discuss some potential causes of this increase or decrease.
    4. Indicate what Disney stated they would use the proceeds for from the sale of securities. Discuss whether or not Disney was able to use those funds for the reasons stated in the prospectus. If not should Disney be held accountable by their investors? Why or Why not?

The format of the report is to be as follows:

    • Typed, double spaced, Times New Roman font (size 12), one inch margins on all sides, APA format.
    • Use headers for each of the subjects being covered, followed by your response.
    • In addition to the three to six (3-6) pages required, a title page is to be included. The title page is to contain the title of the assignment, your name, the instructor’s name, the course title, and the date.

NOTE: You will be graded on the quality of your answers, the logic/organization of the report, your language skills, and your writing skills.

The assignment will be graded using the following rubric:


Unformatted Attachment Preview

QuickLinks -- Click here to rapidly navigate through this document Rule 424(b)(3) Registration No. 333-148043 Calculation of Registration Fee Title of each class of securities to be registered Debt Securities Maximum aggregate Amount of registration fee(1)(2) $990,260,000 $38,918 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. (2) Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, unused filing fees of $67,319 have already been paid with respect to unsold securities that were previously registered pursuant to Registration Statement No. 333-122139, filed by The Walt Disney Company on January 19, 2005, and have been carried forward, of which $38,918 offset against the registration fee due for this offering and of which $28,401 remains available for future registration fees. No additional registration fee has been paid with respect to this offering. Rule 424(b)(3) Registration No. 333-148043 PRICING SUPPLEMENT NO. 1 dated December 17, 2008 $1,000,000,000 4.50% Global Notes due 2013 This Pricing Supplement accompanies and supplements the Prospectus dated December 13, 2007 (the "Prospectus"), as supplemented by the Prospectus Supplement, dated December 13, 2007 (the "Prospectus Supplement"). The Notes have the following terms (as applicable): Rate: ý Fixed Rate Form: ý Book-Entry Title: o Floating Rate o Definitive o Zero Coupon o Discount 4.50% Global Notes due 2013 Principal Amount: Denominations: $1,000,000,000 $2,000 or any integral multiple of $1,000 in excess of $2,000 Original Issue Price: CUSIP No: ISIN No: 99.026% 254687AW6 US254687AW62 Common Code No: 036682035 Proceeds to the Company: $986,760,000 Discount or Commission to Agents: 0.35% Original Issue Discount: Original Issue Date: Stated Maturity: Yield to Maturity: N/A December 22, 2008 December 15, 2013 (The maturity date of the Notes is not a business day.) N/A Initial Maturity (for Renewable Notes): Final Maturity (for Renewable Notes): Earliest Redemption Date: N/A N/A December 22, 2008 Redemption: o The Notes cannot be redeemed prior to stated maturity. o The Notes may be redeemed at par, in whole or in part, at the option of the Company, at any time or from time to time on or after prior to stated maturity, plus accrued interest to the redemption date. ý The Notes may be redeemed, in whole or in part, at the option of the Company, at any time or from time to time prior to stated maturity at a redemption price equal to the greater of the following amounts, plus, in each case, accrued interest to the redemption date: (1) 100% of the principal amount of the Notes to be redeemed; or (2) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of any payments of interest accrued as and of the redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined below) plus 50 basis points. The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months. "Treasury Rate" means, with respect to any redemption date, 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. The Treasury Rate will be calculated on the third business day preceding the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed 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 those Notes. "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of those Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all of those quotations. "Independent Investment Banker" means one of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities 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 and banking institution of national standing appointed by the Company. "Reference Treasury Dealer" means: Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. and their respective successors; provided that, if any such firm ceases to be a primary U.S. Government securities dealer in New York City ("Primary Treasury Dealer"), the Company will substitute another Primary Treasury Dealer; and (ii) up to two other Primary Treasury Dealers selected by the Company. "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, 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. 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 to be redeemed. If the Company elects to partially redeem the Notes, the trustee will select, in a fair and appropriate manner, the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions of the Notes called for redemption. PS-2 Interest Rate Per Annum (for Fixed Rate Notes): 4.50% Interest Payment Dates: o Third Wednesday of each month o Third Wednesday of each March, June, September and December o Third Wednesday of each and o Third Wednesday of each ý Other (specify): Interest Payment Dates shall be the 15th day of each June and December during the term of the Notes, commencing on June 15, 2009. Regular Record Dates: ý Fifteenth day (whether or not a Business Day) immediately preceding the related Interest Payment Date o Other (specify): Interest Payment Period: o Monthly o Quarterly ý Semiannually o Annually Interest Reset Period: N/A o Daily o Weekly o Monthly o Quarterly o Semiannually o Annually Interest Reset Dates: N/A o As specified in Prospectus Supplement o Other (specify) Interest Determination Date: N/A o As specified in Prospectus Supplement o Other (specify) Purchase of Notes at Option of Holder: Purchase Purchase Date(s): Price(s): Upon certain customary events, we may be required to pay as additional interest certain additional amounts in respect of certain tax withholdings, as provided in the attached Prospectus Supplement. Redemption for Tax Redeemable at the Company's option at 100% of the Purposes: principal amount of the Notes upon certain customary tax events, as provided in the attached Prospectus Supplement. Calculation Agent: N/A Additional Amounts: Plan of Distribution: See below under "Underwriting" Agent's Capacity: o As agent ý As principal PS-3 N/A General Information Concerning Certain United States Tax Documentation Requirements In general, a beneficial owner of a Note will be subject to the 30% United States Federal withholding tax that generally applies to payments of interest on a registered form debt obligation issued by a United States person, unless (a) each clearing system, bank or other financial institution that holds such beneficial owner's Note in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the United States entity required to withhold tax complies with applicable certification requirements and (b) one of the following steps is taken to obtain an exemption from or reduction of the tax: Exemption for United States Aliens (IRS Form W-8BEN). A beneficial owner of a Note that is a United States Alien provides a properly completed Internal Revenue Service Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) that establishes an exemption from withholding tax. Exemption for United States Aliens with effectively connected income (IRS Form W-8ECI). A beneficial owner of a Note that is a United States Alien, including a non-United States corporation or bank with a United States branch, that conducts a trade or business in the United States with which the interest income on a Note is effectively connected, provides a properly completed IRS Form W-8ECI (Certificate of Foreign Person's Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States) that establishes an exemption from withholding tax. Exemption or reduced rate for United States Aliens entitled to the benefits of a treaty (IRS Form W-8BEN). A beneficial owner of a Note that is a United States Alien entitled to the benefits of an income tax treaty to which the United States is a party provides a properly completed IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) that establishes an exemption from or reduction of the withholding tax (depending on the terms of the treaty). Exemption for Non-United States Aliens (IRS Form W-9). A beneficial owner of a Note that is not a United States Alien provides a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) that establishes an exemption from withholding tax. A beneficial owner of a Note is required to submit the appropriate IRS form under applicable procedures to the person through which the owner directly holds the Note. For example, if the beneficial owner is listed directly on the books of Euroclear or Clearstream as the holder of the Note, the IRS form must be provided to Euroclear or Clearstream, as the case may be. Each other person through which a Note is held must submit, on behalf of the beneficial owner, the IRS form (or in certain cases a copy thereof) under applicable procedures to the person through which it holds the Note, until the IRS form is received by the United States person who would otherwise be required to withhold United States Federal income tax from interest on the Note. Applicable procedures include additional certification requirements if a beneficial owner of the Note provides an IRS Form W-8BEN to a securities clearing organization, bank or other financial institution that holds the Note on its behalf. See "Material United States Federal Tax Considerations—Non-United States Holders" in the Prospectus Supplement. Prospective investors should consult their tax advisors regarding the certification requirements for United States Aliens. EACH HOLDER OF A NOTE SHOULD BE AWARE THAT IF IT DOES NOT PROPERLY PROVIDE THE REQUIRED IRS FORM, OR IF THE IRS FORM (OR, IF PERMISSIBLE, A COPY OF SUCH FORM) IS NOT PROPERLY TRANSMITTED TO AND RECEIVED BY THE UNITED STATES PERSON OTHERWISE REQUIRED TO WITHHOLD UNITED STATES PS-4 FEDERAL INCOME TAX, INTEREST ON THE NOTE MAY BE SUBJECT TO UNITED STATES WITHHOLDING TAX AT A 30% RATE AND THE HOLDER (INCLUDING THE BENEFICIAL OWNER) WILL NOT BE ENTITLED TO ANY ADDITIONAL AMOUNTS FROM US DESCRIBED UNDER THE SUBHEADING "DESCRIPTION OF THE NOTES—PAYMENT OF ADDITIONAL AMOUNTS" IN THE PROSPECTUS SUPPLEMENT WITH RESPECT TO SUCH TAX. SUCH TAX, HOWEVER, MAY IN CERTAIN CIRCUMSTANCES BE ALLOWED AS A REFUND OR AS A CREDIT AGAINST SUCH HOLDER'S UNITED STATES FEDERAL INCOME TAX. THE FOREGOING DOES NOT DEAL WITH ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING THAT MAY BE RELEVANT TO FOREIGN HOLDERS OF THE NOTES. INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR SPECIFIC ADVICE CONCERNING THE OWNERSHIP AND DISPOSITION OF THE NOTES. Book-Entry Notes: The Depositary, Clearstream and Euroclear. Upon issuance, the Notes will be represented by one or more fully registered global notes (the "Global Notes"). Each such Global Note will be deposited with, or on behalf of, The Depository Trust Company or any successor thereto (the "Depositary"), as depositary, and registered in the name of Cede & Co. (the Depositary's partnership nominee). Unless and until it is exchanged in whole or in part for Notes in definitive form, no Global Note may be transferred except as a whole by the Depositary to a nominee of the Depositary. Investors may elect to hold interests in the Global Notes through either the Depositary (in the United States) or through Clearstream Banking, société anonyme, Luxembourg ("Clearstream") or Euroclear Bank S.A./NV, as operator of the Euroclear System ("Euroclear"), if they are participants in such systems, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank, N.A., will act as depositary for Euroclear (in such capacities, the "U.S. Depositaries"). Clearstream advises that it is incorporated as a professional depositary under the laws of Luxembourg. Clearstream holds securities for its participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V., the operator of Euroclear, to facilitate settlement of trades between Clearstream and Euroclear. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an indirect participant in the Depositary. Distributions with respect to the Global Notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by Clearstream. PS-5 Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. The Euroclear Operator advises that it is regulated and examined by the Belgian Banking Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear system, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants. Distributions with respect to the Global Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary of Euroclear. Global Clearance and Settlement Procedures. Initial settlement for the Global Notes will be made in immediately available funds. Secondary market trading between the Depositary Participants will occur in the ordinary way in accordance with the Depositary's rules and will be settled in immediately available funds using the Depositary's Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds. Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream or Euroclear Participants, on the other, will be effected in the Depositary in accordance with the Depositary's rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving the Global Notes in the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlemen ...
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School: New York University

1

Running Head: ASSIGNMENT 2: THOMSON ONE - BUSINESS SCHOOL EDITION
- WALT DISNEY PROSPECTUS
Assignment 2: Thomson One - Business School Edition - Walt Disney Prospectus
Student’s Name
Institution

2

ASSIGNMENT 2: THOMSON ONE - BUSINESS SCHOOL EDITION - WALT DISNEY
PROSPECTUS
Assignment 2: Thomson One - Business School Edition - Walt Disney Prospectus

1. Indicate the type of debt did Disney offers to the public for sale and discussed the
various approaches Disney incorporated to ensure successful marketability of these
securities.
The prospectus of Disney supplements all the sale of securities that are indicated to have
been issued as senior debt securities that were under the indenture and also ranked on par with
other unsecured debts. They were later registered as 4.5% global notes that were due by the year
2013. To ensure that marketability was available each of the notes issued was entered in the
registered book entry form as well as definitive form and then represented through a global
security that is deposited with depository Trust Company and then registered in the name of the
nominee in the depository
Risk factors
It is clear that in the company the security sales would either be redeemed or repurchased
only at the maturity time but investors chose to redeem the securities at t...

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Thanks, good work

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