8-KEarnings & ResultsMaterial AgreementsOther Events+1

Fox Corp 8-K Report, Material Agreement (Nov 6, 2019)

Filed November 6, 2019For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) filed an 8-K on November 6, 2019, detailing several significant strategic and financial actions. Primarily, the company entered into a Stockholders Agreement with the Murdoch Family Trust (MFT) to manage voting power of Class B shares, capping combined ownership at 44% and limiting increases to 1.75% annually. This agreement, approved by independent directors, aims to ensure a controlled ownership structure. Additionally, the company announced a substantial $2 billion stock repurchase program for both Class A and Class B shares, indicating a commitment to returning capital to shareholders and potentially boosting share value. An accelerated stock repurchase of $350 million was also initiated. Further diversification of its media asset portfolio was signaled by an agreement with Nexstar Media Group to acquire three television stations for approximately $350 million while divesting two stations for approximately $45 million. These transactions are subject to regulatory approvals. The report also references the company's financial results for the quarter ended September 30, 2019, although the details of these results are not provided in this 8-K excerpt.

Key Highlights

  • 1Entry into a Stockholders Agreement with the Murdoch Family Trust (MFT) to manage voting power of Class B shares, capping combined ownership at 44%.
  • 2Implementation of a $2 billion stock repurchase program for Class A and Class B shares.
  • 3Initiation of an accelerated stock repurchase transaction valued at $350 million.
  • 4Agreement to acquire three television stations from Nexstar Media Group for approximately $350 million.
  • 5Agreement to sell two television stations to Nexstar Media Group for approximately $45 million.
  • 6The Stockholders Agreement was approved by independent members of the Board of Directors.
  • 7The report references the release of Q3 2019 financial results.

Frequently Asked Questions

The Stockholders Agreement is designed to manage the voting power of Fox Corporation's Class B common stock held by the Murdoch Family Trust and other Murdoch family members. It limits their combined voting power to a maximum of 44% of the outstanding voting power of Class B shares and restricts the increase in the MFT's voting power to 1.75% in any rolling twelve-month period. This aims to maintain a controlled ownership structure for the company.

Fox Corporation has announced a significant $2 billion stock repurchase program for its Class A and Class B common stock. Furthermore, it has entered into an accelerated stock repurchase transaction to buy back $350 million of Class A shares. These actions suggest a commitment to returning capital to shareholders and potentially enhancing shareholder value.

Fox Corporation has entered into an agreement with Nexstar Media Group to acquire three television stations for approximately $350 million and simultaneously sell two of its own stations to Nexstar for approximately $45 million. This transaction will adjust the company's portfolio of television assets, subject to regulatory approvals.

The $2 billion stock repurchase program has no defined time limit and may be modified, suspended, or discontinued by the company at its discretion at any time.