Business Context and Reporting Period
Fox Corporation filed this Form 8-K on April 7, 2020 under Item 8.01 to report the closing of a public offering of senior unsecured notes. This filing does not report quarterly or annual operating results.
Financing and Key Financial Terms
| Series | Principal | Coupon | Maturity | Interest Payment Dates |
|---|---|---|---|---|
| 2025 Notes | $600 million | 3.050% | April 7, 2025 | April 7 and October 7, beginning October 7, 2020 |
| 2030 Notes | $600 million | 3.500% | April 8, 2030 | April 8 and October 8, beginning October 8, 2020 |
Total principal issued was $1.2 billion. The notes are senior unsecured obligations of Fox Corporation and were not guaranteed by subsidiaries on the issue date. Subsidiary guarantees may become required in certain circumstances under the indenture.
The filing does not provide the offering’s net proceeds, issuance costs, pro forma debt balances, cash balance, liquidity, revenue, profit, cash flow, or margins.
Material Changes Versus the Prior Comparable Period
The material event was the completion of the previously announced $1.2 billion debt offering. The filing provides no comparable-period operating or financial metrics.
Terms, Outlook, and Risks
- Fox may redeem the notes before maturity at the applicable make-whole price, based on the relevant U.S. Treasury rate plus 45 basis points, together with accrued interest.
- Beginning March 7, 2025 for the 2025 Notes and January 8, 2030 for the 2030 Notes, the applicable series may be redeemed at par plus accrued interest.
- Upon specified change-of-control triggering events, Fox must offer to repurchase the notes at 101% of principal plus accrued interest.
- The indenture includes customary events of default and negative covenants, including limitations on secured debt.
- The filing contains no management guidance or outlook. Key risks include future interest obligations, refinancing or maturity risk, covenant restrictions, and potential change-of-control repurchase obligations.
Investor Verification Points
- Verify the use of proceeds and the resulting effect on Fox’s liquidity and total indebtedness in subsequent filings.
- Review the complete indenture and forms of notes for covenant, default, redemption, and guarantee provisions.
- Assess the notes’ priority relative to other Fox obligations and the circumstances under which subsidiary guarantees could arise.
- Monitor future filings for interest expense, debt maturities, liquidity levels, and any change-of-control or refinancing developments.