TIDMNCRA
RNS Number : 6334V
News Corporation
15 January 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 14, 2013
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-32352 26-0075658
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST
REPORT)
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))
ITEM 8.01 OTHER EVENTS.
On January 14, 2013, News Corporation (the "Company") announced
it has reached an agreement with Sky Deutschland AG ("Sky
Deutschland") and its new bank syndicate to support both a new
financing structure and the issuance of EUR438 million of new
equity.
The new bank financing, which will be guaranteed by the Company,
will replace Sky Deutschland's current bank debt facilities.
Additionally, the Company will guarantee certain rights payments
associated with Sky Deutschland's Bundesliga broadcasting license
and support the raising of additional funds of EUR438 million
(which includes the outstanding EUR144 million of equity under the
capital measures announced by Sky Deutschland on February 2, 2012)
to support Sky Deutschland on the continuing execution of its
strategy.
Under the new financing structure, Sky Deutschland's existing
bank debt facilities will be repaid in full and be replaced by a
new EUR300 million five-year bank credit facility. The Company has
committed to provide a guarantee to Sky Deutschland's lending banks
and to act as guarantor to the German Football League (DFL) for Sky
Deutschland's new Bundesliga broadcasting license for the 2013/14
to 2016/17 seasons in an amount of up to 50% of the license fee per
season. In addition, the Company has agreed to extend the maturity
of existing shareholder loans of EUR106 million plus accrued
interest.
The EUR438 million of new equity includes a private placement on
January 14, 2013 of 77.9 million new registered shares in Sky
Deutschland issued to the Company at a price of EUR4.46 per new
share for an aggregate price of EUR347.4 million. On registration,
the Company's stake in Sky Deutschland will increase from 49.9% to
54.5%.
The remaining funds of EUR90.6 million to reach an aggregate of
EUR438 million are expected to be raised by Sky Deutschland through
a rights offering of new registered shares to be offered to Sky
Deutschland shareholders. In order to ensure that the overall
proceeds to Sky Deutschland amount to EUR438 million, the Company
will provide a loan if the rights offering is not fully subscribed.
The Company has committed to fully exercise its subscription
rights, including those that will result from the private placement
described above, and has the right to subscribe in whole or in part
for any new shares that are not subscribed for by other Sky
Deutschland shareholders.
As a result of this transaction Sky Deutschland will become a
consolidated entity of the Company.
The Company's commitments are subject to certain conditions, in
particular but not limited to: the new credit facility is and
remains in full force and effect, no material adverse change has
occurred in the financial and business development of Sky
Deutschland, and other customary conditions. The Company may waive
the requirement to comply with individual conditions.
A copy of the Company's press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
------- ----------------------------------------------------------
99.1 Press release of News Corporation, dated January 14, 2013.
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/ Janet Nova
-------------------------
Janet Nova
Senior Vice President and
Deputy General Counsel
Dated: January 15, 2013
Exhibit Index
Exhibit
No. Description
------- ----------------------------------------------------------
99.1 Press release of News Corporation, dated January 14, 2013.
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Miranda Higham +44 (0) 207 782
6462
mhigham@newscorp.com
Nathaniel Brown + 1 (0) 212 852 7746
nbrown@newscorp.com
This press release does not constitute an offer of securities
for sale or a solicitation of an offer to purchase securities in
the United States. The shares of Sky Deutschland AG may not be
offered or sold in the United States under the U.S. Securities Act
of 1933, as amended, absent registration or an exemption from
registration. No public offering of shares will be made in the
United States.
News Corporation, Sky Deutschland AG and its new Bank
Syndicate reach agreement on financing measures
New York, January 14, 2013 - News Corporation today announced it
has reached an agreement with Sky Deutschland AG ("Sky
Deutschland") and its new bank syndicate to support both a new
financing structure and the issuance of EUR438 million of new
equity.
The new bank financing, which will be guaranteed by News
Corporation, will replace Sky Deutschland's current bank debt
facilities. Additionally, News Corporation will guarantee certain
rights payments associated with Sky Deutschland's Bundesliga
broadcasting license and support the raising of additional funds of
EUR438 million (which includes the outstanding EUR144 million of
equity under the capital measures announced by Sky Deutschland on
February 2, 2012) to support Sky Deutschland on the continuing
execution of its strategy.
"We have always believed in Sky Deutschland's ability to
transform the pay TV experience in Germany and Austria and this new
financing structure further validates that longstanding
commitment," said Chase Carey, President and Chief Operating
Officer, News Corporation. "News Corporation's continued investment
underscores the value we see in Sky Deutschland and the significant
market opportunities it faces, and reflects our confidence in its
management team and their strategies for growth."
Under the new financing structure, Sky Deutschland's existing
bank debt facilities will be repaid in full and be replaced by a
new EUR300 million five-year bank credit facility. News Corporation
has committed to provide a guarantee to Sky Deutschland's lending
banks and to act as guarantor to the German Football League (DFL)
for Sky Deutschland's new Bundesliga broadcasting license for the
2013/14 to 2016/17 seasons in an amount of up to 50 percent of the
license fee per season. In addition, News Corporation has agreed to
extend the maturity of existing shareholder loans of EUR106 million
plus accrued interest.
The EUR438 million of new equity includes a private placement
today of 77.9 million new registered shares in Sky Deutschland
issued to News Corporation at a price of EUR4.46 per new share for
an aggregate price of EUR347.4 million. On registration, News
Corporation's stake in Sky Deutschland will increase from 49.9
percent to 54.5 percent.
The remaining funds of EUR90.6 million to reach an aggregate of
EUR438 million are expected to be raised by Sky Deutschland through
a rights offering of new registered shares to be offered to Sky
Deutschland shareholders. In order to ensure that the overall
proceeds to Sky Deutschland amount to EUR438 million, News
Corporation will provide a loan if the rights offering is not fully
subscribed. News Corporation has committed to fully exercise its
subscription rights, including those that will result from today's
private placement, and has the right to subscribe in whole or in
part for any new shares that are not subscribed for by other Sky
Deutschland shareholders.
As a result of this transaction Sky Deutschland will become a
consolidated entity of News Corporation.
News Corporation's commitments are subject to certain
conditions, in particular but not limited to: the new credit
facility is and remains in full force and effect, no material
adverse change has occurred in the financial and business
development of Sky Deutschland, and other customary conditions.
News Corporation may waive the requirement to comply with
individual conditions.
Deutsche Bank is acting as financial advisor to News Corporation
in this transaction.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total
assets as of September 30, 2012 of approximately US$60 billion and
total annual revenues of approximately US$34 billion. News
Corporation is a diversified global media company with operations
in six industry segments: cable network programming; filmed
entertainment; television; direct broadcast satellite television;
publishing; and other. The activities of News Corporation are
conducted principally in the United States, Continental Europe, the
United Kingdom, Australia, Asia and Latin America.
2
This information is provided by RNS
The company news service from the London Stock Exchange
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