Form 8-K - Current report

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): December 22, 2024

NEWS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-35769

46-2950970

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's 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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

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 8.01 Other Events.

On December 22, 2024, News Corporation (the “Company”) issued a press release announcing that it and Telstra Corporation Limited (“Telstra” and together with the Company, the “Shareholders”) have entered into a definitive agreement to sell NXE Australia Pty Limited (“Foxtel”) to DAZN Group Limited (“DAZN”). The agreement follows a strategic review of Foxtel as part of the Company’s ongoing efforts to optimize its portfolio and simplify the structure of the Company.

Under the terms of the agreement, the Shareholders will sell 100% of the issued and outstanding equity securities of Foxtel to DAZN in exchange for (i) newly issued shares of DAZN, which will be allocated to the Shareholders on a pro rata basis, (ii) repayment of outstanding loans provided by the Shareholders to Foxtel in full in cash, together with accrued interest, and (iii) the transfer (including by way of assumption or refinancing) of Foxtel’s remaining indebtedness as part of the transaction. The transaction, which is expected to close in the second half of the Company’s fiscal 2025, is subject to regulatory approvals and other customary closing conditions.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This document contains forward-looking statements based on current expectations or beliefs, as well as assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” “potential,” “will,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this document and include statements with respect to, among other things, the expected timing for the completion of, and the potential benefits from, the sale of Foxtel. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Many factors, such as the risks and uncertainties related to the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the sale, could cause actual results to differ materially from those described in these forward-looking statements. The forward-looking statements in this document speak only as of this date and the Company and Foxtel undertake no obligation (and expressly disclaim any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Announcement issued by the Company regarding the sale of Foxtel .
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.



			NEWS CORPORATION (REGISTRANT)


			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: December 23, 2024


						Exhibit 99.1

News Corp Announces Agreement to Sell Foxtel to DAZN for Enterprise Value of A$3.4 Billion

Foxtel, which has transformed into a digital and streaming leader in sports and entertainment content under News Corp management, will join DAZN, a global provider of sports streaming, giving international exposure to Australian sport, while bringing Australian sports fans greater access to programming from across the globe

Enterprise value represents more than 7x Fiscal 2024 Foxtel EBITDA, including repayment of shareholder loans amounting to A$706 million and minority equity interest of approximately 9% in DAZN

Transaction enables News Corp to further simplify to drive long-term stockholder value and increase focus on key growth pillars

SYDNEY – December 23, 2024 – News Corporation (“News Corp” or the “Company”) (Nasdaq: NWS, NWSA: ASX: NWS, NWSLV) announced today that it has entered into a definitive agreement for the sale of Foxtel Group (“Foxtel”) to DAZN Group Limited (“DAZN”), a premier global sports streaming platform.

Under the terms of the agreement, shareholder loans in the amount of A$578 million outstanding and owing to News Corp will be repaid in full in cash at closing. Foxtel’s current debt will be refinanced at closing and transfer with Foxtel, and News Corp will hold a minority equity interest in DAZN of approximately 6% as well as one seat on its Board of Directors. Telstra Group Ltd (“Telstra”) will also sell its minority interest in Foxtel, have its shareholder loans of A$128 million repaid, and take a minority stake in DAZN of approximately 3%. The proposed transaction values Foxtel at an enterprise value of A$3.4 billion, representing more than 7x fiscal 2024 Foxtel EBITDA.

The agreement follows a strategic and financial review of Foxtel as part of News Corp’s ongoing efforts to optimize its portfolio and simplify the structure of the Company.

Under News Corp’s management, Foxtel has become a digital and streaming leader in sports and entertainment. With DAZN’s global reach, industry leading technology and broad content portfolio, the proposed transaction enhances Foxtel’s position as a digital-first, streaming-focused business, led by the current CEO, Patrick Delany, and his world-class management team.

The proposed transaction likewise empowers News Corp to further focus on its key growth segments: Dow Jones, Digital Real Estate Services and Book Publishing, while also providing the Company with a shareholding in a larger, global sports streaming and entertainment company with over 300 million viewers across 200 markets. DAZN continues to experience significant growth as it pursues expansion into new markets and across more sports.

The transaction, which is expected to close in the second half of fiscal 2025, is subject to regulatory approvals and other customary closing conditions. For News Corp financial reporting purposes, Foxtel will be classified as discontinued operations as of the second quarter of fiscal 2025.

“This agreement is a victory for News Corp shareholders, DAZN, and sport fans in Australia and around the world,” said News Corp Chief Executive Robert Thomson. “Foxtel has been transformed into a genuine digital and streaming leader in Australia, and we believe DAZN is the right owner to take the business to the next level with their technological capabilities, global footprint and compelling sports rights. This transaction also allows News Corp to focus on our other growth pillars of Dow Jones, Digital Real Estate and Book Publishing, while benefiting from repayment of our shareholder loans and an improved credit profile. We are proud to be a long-term partner of DAZN and its talented team.”

Shay Segev, Chief Executive Officer of DAZN, said: “Australians watch more sport than any other country in the world, which makes this deal an incredibly exciting opportunity for DAZN to enter a key market, marking another step in our long-term strategy to become the global home of sport. Foxtel is a successful business that has undergone a remarkable digital transformation in recent years, and we are confident that our global reach and relentless pursuit of innovation will continue to drive the business forward and ensure long-term success.

“We are committed to supporting and investing in Foxtel’s television and streaming services, across both sports and entertainment, using our world-leading technology to further enhance the viewing experience for customers. We are also committed to using our global reach to export Australia’s most popular sports to new markets around the world, and we will continue to promote women’s and under-represented sports.

“We’re looking forward to working closely with Patrick Delany and his team, as well as News Corp and Telstra as shareholders in DAZN, to realise our ambitious vision for the future of sport entertainment.”

The Chairman of Foxtel, Siobhan McKenna, said the agreement with DAZN was international recognition of the transformation of Foxtel from an incumbent pay TV operator to a sports and entertainment digital and streaming leader. “Over the last seven years the Foxtel team, with the strong support of News, have achieved an extraordinary turnaround in an intensely competitive environment.”

Foxtel Group CEO Patrick Delany said: “News Corp’s unwavering support and guidance has seen Foxtel successfully reinvent itself into a dynamic, streaming-led business delivering strong financial performance. We are excited to embark on the next chapter with DAZN, a premier global sports streaming provider, as our new shareholder. DAZN’s backing will enhance our strategy needed, provide access to their global reach, and strengthen the infrastructure and technology to accelerate our transformation. Most importantly, we will continue to be a proudly Australian-based business, led by local management, committed to delivering locally-produced sports and entertainment content for our audiences."

Goldman Sachs served as financial advisor and Gibson, Dunn & Crutcher LLP and Allens served as legal advisor to News Corp on the transaction.

Forward-Looking Statements

This release contains forward-looking statements based on current expectations or beliefs, as well as assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” “potential,” “will,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this release and include statements with respect to, among other things, the expected timing for the completion of, and the potential benefits from, the sale of Foxtel. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Many factors, such as the risks and uncertainties related to the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the sale, could cause actual results to differ materially from those described in these forward-looking statements. The forward-looking statements in this release speak only as of this date and News Corp and Foxtel undertake no obligation (and expressly disclaim any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About News Corp

News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The Company comprises businesses across a range of media, including: information services and news, digital real estate services, book publishing and subscription video services in Australia. Headquartered in New York, News Corp operates primarily in the United States, Australia and the United Kingdom, and its content and other products and services are distributed and consumed worldwide. More information is available at http://www.newscorp.com.

About Foxtel

The Foxtel Group is one of Australia's leading media companies with 4.7 million subscribers. Its businesses include subscription television, streaming, sports production and advertising. The Foxtel Group is owned 65% by News Corp and 35% by Telstra.

The Foxtel Group's diversified business includes Fox Sports, Australia's leading sports production company, famous for live sports and shows with the best commentators and personalities. It is also the home of local and global entertainment content and continues to be the partner of choice for the widest range of sports and international content providers based on established, long-term relationships, growing streaming audiences, and position as the largest Australian-based subscription television company.

About DAZN

As a world-leading sports entertainment platform, DAZN streams over 90,000 live events annually and is available in more than 200 markets worldwide.

DAZN is the home of European football, women’s football, boxing and MMA, and the NFL internationally. The platform features the biggest sports and leagues from around the world – Bundesliga, Serie A, LALIGA, Ligue 1, Formula 1, NBA, Moto GP, and many more including the 2025 FIFA Club World Cup.

DAZN is transforming the way people enjoy sport. With a single, frictionless platform, sports fans can watch, play, buy, and connect. Live and on-demand sports content, anywhere, in any language, on any device – only on DAZN. 

DAZN partners with leading pay-TV operators, ISPs and Telcos worldwide to maximise sports exposure to a broad audience. Its partners include Deutsche Telekom, Orange, Sky, Movistar, Telenet, Vodafone, and many more.

DAZN is a global, privately-owned company, founded in 2016, with more than 3,000 employees. The Group generated $3.2bn in revenue in 2023, having grown its annual revenues by over 50% on average from 2020 to 2023, through diverse revenue streams comprising subscriptions, advertising, sponsorship, and transactional. For more information on DAZN, our products, people, and performance, visit www.dazngroup.com.

Contacts

News Corp Corporate Communications

Arthur Bochner

646-422-9671

abochner@newscorp.com

News Corp Australia

John Connolly

+61 417 684 064

jc@jcp.com.au

News Corp Investor Relations

Michael Florin

212-416-3363

mflorin@newscorp.com

Anthony Rudolf

212-416-3040

arudolf@newscorp.com

DAZN Corporate Communications (Hawthorn Advisors)

Richard Suchet

+44 7824 824943

DAZN@hawthornadvisors.com

Telstra Communications Principal

Jonathon Larkin

+61 0477 310 149

jonathon.larkin@team.telstra.com

[ENDS]

Cover	Dec. 22, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 22, 2024
Entity Registrant Name	NEWS CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35769
Entity Tax Identification Number	46-2950970
Entity Address, Address Line One	1211 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	416-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001564708
Amendment Flag	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Trading Symbol	NWSA
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $0.01 per share
Trading Symbol	NWS
Security Exchange Name	NASDAQ