Twenty-First Century Fox, Inc. (NASDAQ:FOX) Files An 8-K Other Events
Item 8.01 Other Events.
Release of Guarantee
As previously disclosed by Twenty-First Century Fox, Inc. (“21CF”) on its Current Report on Form 8-K filed January25, 2019, Fox Corporation (“FOX”) closed on that date an offering of $6.8 billion in aggregate principal amount of Notes (as defined below) (the “Notes Offering”). The Notes Offering consisted of five tranches of senior unsecured notes, including: (i)$750.0 million in aggregate principal amount of 3.666% Senior Notes due 2022 (the “2022 Notes”), (ii)$1.25 billion in aggregate principal amount of 4.030% Senior Notes due 2024 (the “2024 Notes”), (iii)$2.0 billion in aggregate principal amount of 4.709% Senior Notes due 2029 (the “2029 Notes”), (iv)$1.25 billion in aggregate principal amount of 5.476% Senior Notes due 2039 (the “2039 Notes”) and (v)$1.55 billion in aggregate principal amount of 5.576% Senior Notes due 2049 (the “2049 Notes” and, collectively with the 2022 Notes, the 2024 Notes, the 2029 Notes and the 2039 Notes, the “Notes”). The Notes were offered and sold only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. Prior to the distribution of all of the issued and outstanding common stock of FOX to the holders of the outstanding shares of 21CF class A common stock, par value $0.01 per share, and 21CF class B common stock, par value $0.01 per share (other than holders of the shares held by subsidiaries of 21CF), on a pro rata basis (the “Distribution”), the Notes were fully and unconditionally guaranteed by 21CF on a senior unsecured basis. Upon the consummation of the Distribution, 21CF’s guarantee was automatically released, and thereafter, the Notes will solely be the obligations of FOX.
About Twenty-First Century Fox, Inc. (NASDAQ:FOX)
Twenty-First Century Fox, Inc. is a media and entertainment company. The Company’s segments include Cable Network Programming; Television; Filmed Entertainment, and Other, Corporate and Eliminations. The Cable Network Programming segment produces and licenses news, business news, sports, general entertainment, factual entertainment and movie programming for distribution. The Television segment is engaged in the operation of broadcast television stations and the broadcasting of network programming in the United States. The Filmed Entertainment segment is engaged in the production and acquisition of live-action and animated motion pictures for distribution and licensing in all formats in all entertainment media, and the production and licensing of television programming around the world. The Other, Corporate and Eliminations segment consists primarily of corporate overhead and eliminations, and other businesses.
