Business Context and Reporting Period
This Form 8-K filing by Fox Corporation (FOX/FOXA) is dated June 30, 2026. The report details the execution of a material definitive agreement to secure financing for the previously announced acquisition of Roku, Inc., which was announced on June 15, 2026, pursuant to a merger agreement dated June 14, 2026.
Key Financial Metrics and Debt Structure
- Debt Facility: Entered into a senior unsecured term loan credit agreement with an aggregate principal amount of $1.0 billion.
- Use of Proceeds: Borrowings will fund a portion of the cash consideration and other amounts payable for the Roku acquisition.
- Maturity: The facility matures two years after the consummation and funding of the acquisition.
- Expansion Option: Subject to conditions, the Company may incur up to an additional $1.0 billion in term loans.
- Interest Rates: Loans bear interest at the Company's option based on either the Base Rate or Term SOFR plus an applicable margin tied to the Company's long-term senior unsecured non-credit enhanced debt ratings.
- Commitment Fee: A fee accrues on unused commitments starting October 12, 2026, until termination or funding.
- Covenants: The agreement requires maintaining an operating income leverage ratio of 4.5 to 1.0, with potential increases for four quarters following material acquisitions.
Note: This filing does not provide current revenue, profit, cash flow, or liquidity metrics for the reporting period.
Material Changes
The primary material change is the formalization of the $1.0 billion term loan facility on June 30, 2026, which was contingent upon the consummation of the Roku acquisition. This represents a new direct financial obligation and a significant increase in the Company's debt capacity specifically earmarked for the merger.
Outlook, Risks, and Contingencies
- Contingency: The funding of the Term Loan Facility is contingent upon the consummation of the Roku acquisition and the satisfaction of customary funding conditions.
- Flexibility: The Company retains the right to terminate commitments prior to funding and may prepay the facility in whole or in part at any time.
- Risk Factors: The Company is subject to customary affirmative and negative covenants. Failure to maintain the required operating income leverage ratio could trigger default conditions.
- Related Parties: Several lenders (including Citigroup, Deutsche Bank, Goldman Sachs, and JPMorgan Chase) have existing relationships with the Company involving various financial services.
Investor Verification Checklist
- Verify the final closing date of the Roku acquisition to determine the exact maturity date of the term loan.
- Confirm the specific applicable interest rate margins based on Fox Corporation's current credit rating.
- Review the full text of the Term Loan Credit Agreement (Exhibit 10.1) for detailed covenant definitions and exceptions.
- Monitor the Company's operating income leverage ratio to ensure compliance with the 4.5 to 1.0 requirement.
- Assess the total cash consideration for the Roku acquisition to understand the proportion funded by this specific loan versus other sources.