8-KOther EventsExhibits & Filings

Fox Corp 8-K Report, Corporate Update (Oct 13, 2023)

Filed October 13, 2023For Securities:FOXAFOX

Summary

Fox Corporation (FOXA) has successfully closed a public offering of $1.25 billion in aggregate principal amount of 6.500% senior notes due 2033. The company anticipates net proceeds of approximately $1.23 billion after accounting for underwriting discounts and offering expenses. These funds are earmarked for general corporate purposes, providing Fox Corp with additional financial flexibility. The offering was facilitated through an Underwriting Agreement with several major financial institutions acting as underwriters. The notes are senior unsecured obligations of Fox Corp, meaning they are not initially guaranteed by subsidiaries but may be guaranteed under specific circumstances outlined in the Indenture. This issuance represents a significant debt financing event for the company, with implications for its capital structure and future financial strategy.

Key Highlights

  • 1Closed a $1.25 billion offering of 6.500% senior notes due 2033.
  • 2Net proceeds expected to be approximately $1.23 billion.
  • 3Proceeds intended for general corporate purposes.
  • 4Notes are senior unsecured obligations of Fox Corporation.
  • 5Interest payable semi-annually on April 13 and October 13.
  • 6Company has the option to redeem notes early at a make-whole price or at par after July 2033.
  • 7A change of control triggering event requires the company to offer to repurchase notes at 101% of principal.

Frequently Asked Questions

The primary purpose of this debt issuance is to raise capital for general corporate purposes. This provides Fox Corporation with additional financial resources that can be used for various strategic initiatives, operational needs, or to manage its existing debt obligations.

The new notes carry a coupon rate of 6.500% and mature on October 13, 2033. Interest payments are scheduled to be made semi-annually.

Initially, the notes are senior unsecured obligations of Fox Corporation and are not guaranteed by its subsidiaries on the issue date. However, the Indenture specifies circumstances under which subsidiaries will provide senior unsecured guarantees following the issue date.

Fox Corporation has the option to redeem the notes early. This can be done at a 'make-whole' price (calculated based on the U.S. treasury rate plus 30 basis points) or, starting three months before maturity (on or after July 13, 2033), at par value. Additionally, in the event of certain change of control triggering events, the company must offer to repurchase the notes at 101% of their principal amount.