Twenty-First Century Fox, Inc. (NASDAQ:FOX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
to the Amended and Restated Agreement and Plan of Merger (the Merger Agreement), dated as of June20, 2018, among The Walt Disney Company (Disney), Twenty-First Century Fox (21CF) and certain of their subsidiaries named therein, prior to the consummation of the mergers contemplated by the Merger Agreement, 21CF engaged in an internal restructuring whereby it transferred to Fox Corporation (FOX) a portfolio of 21CFs news, sports and broadcast businesses, including the FOX News Channel, FOX Business Network, FOX Broadcasting Company, FOX Sports, FOX Television Stations Group, and sports cable networks FS1, FS2, FOX Deportes and Big Ten Network and certain other assets, and FOX assumed from 21CF certain liabilities (the Separation). 21CF retained all assets and liabilities not transferred to FOX, including the 20th Century Fox Film and Television studios and certain cable and international television businesses. Following the Separation, effective at approximately 7:25 a.m. Eastern Time on March19, 2019 (the Closing Date), 21CF distributed 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 (collectively, 21CF Common Stock) (other than holders of the shares held by subsidiaries of 21CF) on a pro rata basis (the Distribution) to a recapitalization merger in accordance with the terms of the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of 21CF. Because the Distribution Adjustment Multiple (as defined in the Merger Agreement) was calculated to be 1.357190, 0.263183 of each share of 21CF Common Stock outstanding at the time of the Distribution was exchanged for 1/3 of one share of FOX common stock of the same class.
On March19, 2019, 21CF announced that it has today completed the Distribution. 21CF and FOX are now each a standalone, publicly traded company. FOX ClassA common stock and FOX ClassB common stock are now listed on the Nasdaq Global Select Market (Nasdaq) under the symbols FOXA and FOX, respectively. 21CF ClassA common stock and 21CF ClassB common stock, which were formerly listed on Nasdaq under the symbols FOXA and FOX, respectively, are now listed on Nasdaq under the symbols TFCFA and TFCF, respectively.
Disneys acquisition of 21CF will become effective at 12:02 a.m. Eastern Time on March20, 2019.
A copy of the Companys press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
(b) Pro Forma Financial Information
The pro forma financial information with respect to the Distribution required by Item 2.01(b) of Form 8-K is filed as Exhibit 99.2 to this Form 8-K, and incorporated herein by reference.
(d) Exhibits.
| Unaudited Pro Forma Condensed Combined Financial Information |
TWENTY-FIRST CENTURY FOX, INC. Exhibit
EX-99.1 2 d721340dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE 21ST CENTURY FOX ANNOUNCES COMPLETION OF DISTRIBUTION IN CONNECTION WITH DISNEY ACQUISITION NEW YORK,…
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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.