Current Report Filing (8-k)
January 16 2019 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 15, 2019
TWENTY-FIRST CENTURY FOX, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32352
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26-0075658
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212)
852-7000
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On January 15, 2019, Twenty-First Century Fox, Inc., a Delaware corporation (the Company), issued a press release announcing that
Fox Corporation, a wholly-owned subsidiary of the Company (FOX), priced a private offering (the Notes Offering) of (i) $750 million in aggregate principal amount of 3.666% Senior Notes due 2022, (ii) $1,250 million in
aggregate principal amount of 4.030% Senior Notes due 2024, (iii) $2,000 million in aggregate principal amount of 4.709% Senior Notes due 2029, (iv) $1,250 million in aggregate principal amount of 5.476% Senior Notes due 2039, and (v) $1,550 million
in aggregate principal amount of 5.576% Senior Notes due 2049 (collectively, 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 the Company immediately prior to the consummation of 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 distribution), and to pay fees and expenses in connection
with the Notes Offering and the other transactions contemplated therein.
The Company will fully and unconditionally guarantee the Senior
Notes on a senior unsecured basis. Upon the consummation of the distribution, the Companys guarantee will be automatically released, and thereafter, the Senior Notes will solely be the obligations of FOX.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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TWENTY-FIRST CENTURY FOX, INC.
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By:
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/s/ Janet Nova
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Janet Nova
Executive Vice President and
Deputy Group General Counsel
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DATED: January 15, 2019
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