Fox Corporation Closes the Offering of Its $6.8 Billion in Aggregate Principal Amount of Notes
January 25, 2019 at 05:01 pm
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On January 25, 2019, Fox Corporation closed the previously announced offering of its $6.8 billion in aggregate principal amount of Notes (the Notes Offering). The Notes Offering consisted of five tranches of senior unsecured notes, including: (i) $750.0 million in aggregate principal amount of 3.666% Senior Notes due 2022 (the 2022 Notes), (ii) $1.25 billion in aggregate principal amount of 4.030% Senior Notes due 2024 (the 2024 Notes), (iii) $2.0 billion in aggregate principal amount of 4.709% Senior Notes due 2029 (the 2029 Notes), (iv) $1.25 billion in aggregate principal amount of 5.476% Senior Notes due 2039 (the 2039 Notes) and (v) $1.55 billion in aggregate principal amount of 5.576% Senior Notes due 2049 (the 2049 Notes and, collectively with the 2022 Notes, the 2024 Notes, the 2029 Notes and the 2039 Notes, the Notes). The Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A promulgated under the Securities Act of 1933, as amended (the Securities Act) or, outside the United States, to persons other than U.S. persons in compliance with Regulation S under the Securities Act. The Notes were sold pursuant to the indenture dated as of January 25, 2019, among FOX, the Company, as guarantor, and The Bank of New York Mellon, as trustee (the Indenture). The Company will fully and unconditionally guarantee the Notes on a senior unsecured basis. Upon the consummation of the distribution (the Distribution) of all of the issued and outstanding common stock of FOX to stockholders of the Company (other than holders of the shares held by subsidiaries of the Company) on a pro rata basis (the Guarantee Release Condition), the Company’s guarantee will be automatically released, and thereafter, the Notes will solely be the obligations of FOX. The Indenture limits the ability of FOX and, prior to consummation of the Guarantee Release Condition, the company to, among other things, merge, consolidate or sell all or substantially all of its assets, provided, however, that such limitation does not apply to the Disney Transaction. The Indenture also limits the ability of FOX and its subsidiaries and, prior to consummation of the Guarantee Release Condition, the Company and its subsidiaries, to, among other things, create, incur or assume liens on assets.
Fox Corporation is a news, sports, and entertainment company. The Company operates in three segments: Cable Network Programming, Television and Other, Corporate and Eliminations. The Cable Network Programming segment produces, and licenses news and sports content distributed through traditional cable television systems, direct broadcast satellite operators and telecommunication companies (traditional MVPDs), virtual multi-channel video programming distributors (virtual MVPDs) and other digital platforms primarily in the United States. The Television segment produces, acquires, markets, and distributes programming through the FOX broadcast network, advertising supported video-on-demand (AVOD) service TUBI, 29 full broadcast television stations, including 11 duopolies, and other digital platforms, primarily in the United States. The Other, Corporate and Eliminations segment consists of the FOX Studio Lot, which provides television and film production services and Credible Labs Inc.