Item 1.01.
|
Entry into a Material Definitive Agreement
|
Separation-related Agreements
On
June 20, 2018, Twenty-First Century Fox, Inc. (21CF) entered into an Amended and Restated Distribution Agreement and Plan of Merger (the Distribution Merger Agreement), by and between 21CF and 21CF Distribution Merger
Sub, Inc., a copy of which was filed as Exhibit 2.2 to the Registration Statement on Form 10 of Fox Corporation (the Company), filed with the Securities and Exchange Commission (the SEC) on January 7, 2019 (File
No. 001-38776)
(the Companys Registration Statement). Pursuant to the Distribution Merger Agreement, 21CF agreed to transfer to the Company the businesses consisting of (i) 21CFs
Television segment (as described in 21CFs Annual Report on
Form 10-K
for the year ended June 30, 2017); (ii)
FOX News
,
FOX Business
, Big Ten Network, FOX
Soccer2Go, FOX Soccer Plus, and domestic national sports networks, including FS1, FS2 and FOX Deportes; (iii) Home Team Sports, and FOX College Sports Properties; and (iv) any and all reasonable extensions of any business or operations
described in clauses (i), (ii) or (iii) above prior to the Distribution (as defined below), as well certain other assets and liabilities (the Separation). In connection with the Separation, which became effective immediately prior
to the Distribution, the Company entered into certain agreements with 21CF on March 19, 2019, including a separation agreement that effected the Separation (the Separation Agreement) and a tax matters agreement that addresses the
parties respective rights, responsibilities and obligations with respect to certain tax matters (the Tax Matters Agreement).
Pursuant to the Separation Agreement, on March 19, 2019, 21CF completed the Separation and, following the Distribution, the Company became a
standalone, publicly traded company. The Separation Agreement contains provisions that are customary for a transaction of a similar nature as the Separation, including, among other things, covenants relating to (i) continued access for the Company
to 21CF insurance policies, (ii) contracts of 21CF or its subsidiaries (the Shared Contracts) that relate in any material respect to the FOX Business and the Remainco Business (each as defined in the Separation Agreement), including
covenants to cooperate in good faith to divide, partially assign, modify or replicate the rights and obligations under any Shared Contract so that each of the Company and 21CF, as applicable, is the beneficiary of the rights and responsible for the
obligations under such Shared Contract that relate to its business and (iii) the posting and maintenance by the Company, within 30 calendar days of a determination by 21CF and the Company of the existence of (x) annual rights, fees and other
payments due pursuant to contracts guaranteed by 21CF and (y) obligations payable by the Company under any contracts constituting a Delayed Transfer Asset (as defined in the Separation Agreement), each in excess of $750,000,000 under any individual
contract or $1,500,000,000 in the aggregate, of a rolling, 12-month letter of credit for the benefit of 21CF with respect to the payments under clauses (x) and (y).
In connection with the Separation and the Distribution, pursuant to the Tax Matters Agreement, (i) The Walt Disney Company (formerly known as
TWDC Holdco 613 Corp.) (Disney) and 21CF will be responsible for and must indemnify the Company against any taxes required to be reported on a consolidated or separate tax return of 21CF and/or any of its subsidiaries, including any
taxes resulting from the Separation and the Distribution, and (ii) the Company will be responsible for and must indemnify 21CF against any taxes required to be reported on a separate tax return of the Company or any of its subsidiaries and certain
other taxes described in the Tax Matters Agreement.
The descriptions of the foregoing agreements are intended to provide a general
description only, are subject to the detailed terms and conditions of, and are qualified in their entirety by reference to the full text of, those agreements, which are attached hereto as Exhibits 2.1 and Exhibit 2.2, respectively, and
incorporated herein by reference.
Fox Corporation 2019 Shareholder Alignment Plan
On March 14, 2019, the Board of Directors of the Company (the Board) adopted and, on March 15, 2019, 21CF, in its
capacity as the Companys sole stockholder, approved, the Fox Corporation 2019 Shareholder Alignment Plan (the SAP), which became effective as of the Distribution. The summary of the SAP can be found in the section of the
Information Statement filed as Exhibit 99.1 to the Companys Registration Statement (the Information Statement) entitled Executive CompensationNew Equity Incentive Plan, and is incorporated herein by reference. The
description of the SAP is intended to provide a general description only, is subject to the detailed terms and conditions of, and is qualified in its entirety by reference to the full text of, the SAP, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Rights Agreement
On March 19, 2019, the Board declared a dividend distribution of one right (a Class A Right) for each share of
Class A Common Stock, par value $0.01 per share (the Class A Common Stock) and one right (a Class B Right and, together with the Class A Rights, the Rights) for each share of Class B
Common Stock, par value $0.01 per share (the Class B Common Stock and, collectively, the Common Stock) outstanding as of the close of business on April 2, 2019 (the Rights Plan Record Date).
The following is a summary description of the Rights. This summary is intended to provide a general description only and is subject to the
detailed terms and conditions of the Rights Agreement, dated as of March 19, 2019, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the Rights Agent), a copy of
which is attached hereto as Exhibit 4.1, which is incorporated herein by reference (the Rights Agreement). Capitalized terms used in this section Rights Agreement but not defined herein have the meanings ascribed to them in
the Rights Agreement.
2