NEW YORK, Jan. 15, 2019 /PRNewswire/ -- 21st Century
Fox ("21CF"; NASDAQ: FOXA, FOX) announced today the pricing by Fox
Corporation ("FOX"), its wholly-owned subsidiary and the company to
be spun-off in connection with 21CF's combination with The Walt
Disney Company ("Disney") of five series of senior unsecured notes.
FOX will issue (i) $750,000,000
aggregate principal amount of 3.666% senior notes due 2022, (ii)
$1,250,000,000 aggregate principal
amount of 4.030% senior notes due 2024, (iii) $2,000,000,000 aggregate principal amount of
4.709% senior notes due 2029, (iv) $1,250,000,000 aggregate principal amount of
5.476% senior notes due 2039, and (v) $1,550,000,000 aggregate principal amount of
5.576% senior notes due 2049 (collectively, the "Senior
Notes").
The offering of the Senior Notes is expected to close on
January 25, 2019, subject to the
satisfaction of customary closing conditions. FOX will
receive gross proceeds of $6,800,000,000 from this offering of the Senior
Notes.
FOX intends to use the net proceeds from the sale of the Senior
Notes, together with available cash on its balance sheet and
borrowings under the revolving credit facility that FOX expects to
enter into, if needed, principally to fund a cash dividend in the
amount of $8.5 billion in immediately
available funds to 21CF immediately prior to the consummation of
the distribution of all of the issued and outstanding common stock
of FOX to stockholders of 21CF (other than holders of the shares
held by subsidiaries of 21CF) on a pro rata basis (the
"distribution"), and to pay fees and expenses in connection with
this offering and the other transactions contemplated therein.
21CF will fully and unconditionally guarantee the Senior
Notes on a senior unsecured basis. Upon the consummation of
the distribution, the guarantee of 21CF will be automatically
released, and thereafter, the Senior Notes will solely be the
obligations of FOX.
The Senior Notes being offered by FOX have not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any securities laws of any other jurisdiction. As a
result, the Senior Notes may not be offered or sold in the United States absent registration under
the Securities Actor pursuant to an applicable exemption from the
registration requirements of the Securities Act and applicable
state or other jurisdictions' securities laws. Accordingly, the
Senior Notes are being offered and sold only to persons reasonably
believed to be "qualified institutional buyers" under Rule 144A of
the Securities Act or, outside the United
States, to persons other than "U.S. persons" in compliance
with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the
Senior Notes or any other securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such state or jurisdiction.
About 21st Century Fox
21st Century Fox is one of the
world's leading portfolios of cable, broadcast, film, pay
TV and satellite assets spanning six continents across the globe.
Reaching more than 1.8 billion subscribers in approximately 50
local languages every day, 21st Century Fox is home to a global
portfolio of cable and broadcasting networks and properties,
including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business
Network, FOX Sports, Fox Sports Network, National Geographic
Channels, Star India, 28 local television stations in the U.S. and
more than 350 international channels; film studio Twentieth Century
Fox Film; and television production studios Twentieth Century Fox
Television and a 50 per cent ownership interest in Endemol Shine
Group.
Cautionary Notes on Forward-Looking Statements
This
communication contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A
of the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such
as "expect," "anticipate," "intend," "plan," "believe," "seek,"
"see," "will," "would," "target," similar expressions, and
variations or negatives of these words. Forward-looking statements
by their nature address matters that are, to different degrees,
uncertain, such as statements about the consummation of the
proposed transaction and the anticipated benefits thereof. These
and other forward-looking statements are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially from those
expressed in any forward-looking statements, including the failure
to consummate the proposed transaction or to make any filing or
take other action required to consummate such transaction in a
timely matter or at all, are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction may not occur
on the anticipated terms and timing or at all, (ii) the
required regulatory approvals are not obtained, or that in order to
obtain such regulatory approvals, conditions are imposed that
adversely affect the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed
transaction, (iii) the risk that a condition to closing of the
transaction may not be satisfied (including, but not limited to,
the receipt of legal opinions with respect to the treatment of
certain aspects of the transaction under U.S. and Australian tax
laws), (iv) the risk that the anticipated tax treatment of the
transaction is not obtained, (v) an increase or decrease in
the anticipated transaction taxes (including due to any changes to
tax legislation and its impact on tax rates (and the timing of the
effectiveness of any such changes)) to be paid in connection with
the separation prior to the closing of the transactions could cause
an adjustment to the number of shares of New Disney, a new holding
company that will become a parent of both Disney and 21CF, and the
cash amount to be paid to holders of 21CF's common stock,
(vi) potential litigation relating to the proposed transaction
that could be instituted against 21CF, Disney or their respective
directors, (vii) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transactions, (viii) risks associated with
third party contracts containing consent and/or other provisions
that may be triggered by the proposed transaction,
(ix) negative effects of the announcement or the consummation
of the transaction on the market price of 21CF's common stock,
Disney's common stock and/or New Disney's common stock,
(x) risks relating to the value of the New Disney shares to be
issued in the transaction and uncertainty as to the long-term value
of New Disney's common stock, (xi) the potential impact of
unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition and losses on the future prospects, business
and management strategies for the management, expansion and growth
of New Disney's operations after the consummation of the
transaction and on the other conditions to the completion of the
merger, (xii) the risks and costs associated with, and the
ability of New Disney to, integrate the businesses successfully and
to achieve anticipated synergies, (xiii) the risk that
disruptions from the proposed transaction will harm 21CF's or
Disney's business, including current plans and operations,
(xiv) the ability of 21CF or Disney to retain and hire key
personnel, (xv) adverse legal and regulatory developments or
determinations or adverse changes in, or interpretations of, U.S.,
Australian or other foreign laws, rules or regulations, including
tax laws, rules and regulations, that could delay or prevent
completion of the proposed transactions or cause the terms of the
proposed transactions to be modified, (xvi) the ability of the
parties to obtain or consummate financing or refinancing related to
the transactions upon acceptable terms or at all, (xvii) the
timing for the Form 10 to be declared effective (xviii) the
risk that FOX may be unable to achieve some or all of the benefits
that 21CF expects FOX to achieve as an independent, publicly-traded
company, (xix) the risk that FOX may be more susceptible to
market fluctuations and other adverse events than it would have
otherwise been while still a part of 21CF, (xx) the risk that
FOX will incur significant indebtedness in connection with the
separation and distribution, and the degree to which it will be
leveraged following completion of the distribution may materially
and adversely affect its business, financial condition and results
of operations, (xxi) as well as management's response to any
of the aforementioned factors.
These risks, as well as other risks associated with the proposed
transactions, are more fully discussed in the updated joint proxy
statement/prospectus included in the registration statement on Form
S-4 of New Disney that was filed in connection with the
transaction, and in the information statement included in the
registration statement on Form 10 with respect to FOX. While the
list of factors presented here and in the updated joint proxy
statement/prospectus included in the Form S-4 and in the
information statement included in the Form 10 of FOX are considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on 21CF's, Disney's, New Disney's or
FOX's consolidated financial condition, results of operations,
credit rating or liquidity. Neither 21CF, Disney, New Disney nor
FOX assume any obligation to publicly provide revisions or updates
to any forward looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
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SOURCE 21st Century Fox