The Walt Disney Company filed a Form 8-K on February 28, 2025, announcing that it entered into a new 364-Day Credit Agreement for up to $5.25 billion. This agreement replaces the previous credit facility dated March 1, 2024. It is unsecured and includes a guarantee by TWDC Enterprises, which may be released under certain conditions. The credit facility supports Disney’s commercial paper borrowings and other general corporate purposes.

The agreement expires on February 27, 2026, but Disney has the option to extend the maturity date of outstanding advances to February 26, 2027. Borrowings under the agreement will bear interest based on various benchmarks, including Term SOFR, EURIBO, TIBO, and SONIA, with spreads ranging between 0.625% and 1.000% depending on Disney’s public debt rating. The facility includes provisions to replace the interest rate benchmark if it becomes unavailable.

The agreement contains customary covenants, including financial reporting requirements, tax payments, compliance with laws, and merger limitations. It requires Disney to maintain a minimum Consolidated EBITDA to Consolidated Interest Expense ratio of 3.00 to 1.00. Default provisions include payment failures, covenant breaches, material misrepresentations, bankruptcy, and failure of the guaranty. Certain entities, including those related to Hong Kong Disneyland and Shanghai Disney Resort, are excluded from specific provisions.

The full text of the agreement is attached as Exhibit 10.1.