Euro Disney in Final Restructuring Step: €253 Million Rights Offering

January 21, 2005

Cleary Gottlieb is acting as U.S. counsel to Euro Disney S.C.A. in a €253.3 million rights offering.  Euro Disney’s principal shareholder, The Walt Disney Company   (also represented by Cleary), has committed to subscribe through an affiliate for  €100 million of new shares, and a company controlled by Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud has committed to subscribe for €25 million of new shares.  The remainder of the offering is being underwritten by a bank syndicate that includes Lazard Ixis, BNP Paribas, Calyon, Citigroup, ABN-AMRO Rothschild and Natexis Bleichroeder.  The offering includes listings on the Premier Marché of Euronext Paris, the London Stock Exchange and Euronext Brussels, and a Rule 144A placement in the United States.   

The rights offering is the final step in an overall financial restructuring of Euro Disney, designed to provide liquidity, protection from business volatility and capital to maintain the company’s existing asset base and add new attractions.   In addition to the rights offering, the restructuring includes substantial deferrals of debt obligations, royalties and management fees, limited debt forgiveness, a new credit line provided by The Walt Disney Company to Euro Disney, a legal reorganization and funding for a new investment program that will include three new attractions: an interactive ride based on the Buzz Lightyear character, a Toon Studio with multiple attractions based on numerous cartoon characters and “Tower of Terror,” a ride that will include an elevator free-fall and other frightening features.

Euro Disney operates the Disneyland Resort Paris which includes: Disneyland Park, Walt Disney Studios Park, seven themed hotels, two convention centers, Disney Village (a dining, shopping and entertainment center) and a 27-hole golf facility.  Euro Disney’s operating activities also include the management and development of the 2,000 hectare site, which currently includes approximately 1,000 hectares of undeveloped land.