Current Report Filing (8-k)
March 21 2019 - 8:37AM
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)
March 20, 2019
Fox
Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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001-38776
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83-1825597
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION
FILE NO.)
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(IRS 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
filing 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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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. ☐
Item 1.02.
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Termination of a Material Definitive Agreement
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As previously disclosed in the Current Report on Form
8-K
of Fox Corporation (the
Company) filed on March 15, 2019 with the Securities and Exchange Commission (the Commission), the Company entered into a
364-Day
Bridge Term Loan Agreement (the Bridge
Credit Agreement) on March 15, 2019 with the initial lenders named therein (the Bridge Lenders), Goldman Sachs Bank USA, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and Citibank, N.A. and Deutsche Bank
Securities Inc., as
Co-Syndication
Agents. As permitted under the terms of the Bridge Credit Agreement, the Company terminated the Bridge Credit Agreement on March 20, 2019. In connection with the
termination of the Bridge Credit Agreement, all accrued and unpaid fees thereunder were paid in full and all commitments thereunder were terminated. The Company did not request any borrowings under the Bridge Credit Agreement.
In the ordinary course of their respective businesses, one or more of the Bridge Lenders, or their affiliates, have or may have various
relationships with the Company or its subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will
receive, customary fees and expenses. In addition, the Company and its subsidiaries may have entered into or may enter into in the future certain engagements with one or more Bridge Lenders or their affiliates relating to specific endeavors.
A description of the Bridge Credit Agreement is set forth under Item 1.01. Entry into a Material Definitive
AgreementBridge Credit Agreement in the Companys Current Report on Form
8-K
filed with the Commission on March 15, 2019 and is incorporated by reference in this Item 1.02.
On March 20, 2019, the Company issued a press release relating to, among other things, various payments made and received by the Company pursuant to the Amended and Restated Agreement and Plan of
Merger, dated as of June 20, 2018 (the Combination Merger Agreement), among Twenty-First Century Fox, Inc. (21CF), The Walt Disney Company (Disney) and certain of their subsidiaries in connection with the
transactions contemplated thereby, including the Companys payment of an $8.5 billion dividend to 21CF and receipt of a $2.0 billion cash payment from Disney, and the final determination and payment of the taxes for which the Company
is responsible pursuant to the Combination Merger Agreement and the transactions contemplated thereby. 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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(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Fox Corporation
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By:
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/s/ Viet D. Dinh
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Name: Viet D. Dinh
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Title: Chief Legal and Policy Officer
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March 21, 2019
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