Fox Corp secures $1B term loan for Roku deal

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(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fox Corporation entered into a new senior unsecured term loan credit agreement providing a $1.0 billion term loan facility to help finance its pending acquisition of Roku, Inc. The loan will fund only if the Roku acquisition closes and other customary conditions are met.

The term loan will mature two years after the acquisition is consummated and funded, and Fox can prepay it or terminate commitments at any time. The agreement also allows up to an additional $1.0 billion of term loans, includes a commitment fee on unused commitments starting October 12, 2026, and requires Fox to maintain an operating income leverage ratio of 4.5 to 1.0, with limited step-up flexibility for material acquisitions.

Insights

Fox adds a $1B 2‑year term loan to fund the Roku acquisition, tightening leverage covenants but retaining flexibility.

Fox Corporation has secured a senior unsecured term loan facility of $1.0 billion, contingent on closing the Roku acquisition. The facility matures two years after funding and is unsecured, aligning with Fox’s existing long-term senior unsecured, non-credit-enhanced ratings that determine interest margins and fees.

The loan features floating-rate interest based on either a Base Rate or Term SOFR plus a ratings-based margin, and a commitment fee on unused commitments beginning on October 12, 2026. Fox can terminate commitments or prepay amounts at any time, which provides repayment flexibility as cash flows evolve post-acquisition.

A key constraint is the required operating income leverage ratio of 4.5 to 1.0, with temporary headroom for certain material acquisitions. The lender group, led by Morgan Stanley alongside major global banks, reflects mainstream syndicated market support. Actual leverage and refinancing choices will become clearer in subsequent company filings after the Roku transaction closes.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Term loan facility size: $1.0 billion Additional term loan capacity: $1.0 billion Leverage covenant: 4.5 to 1.0 +2 more

5 metrics

Term loan facility size $1.0 billion Senior unsecured term loan to help fund Roku acquisition

Additional term loan capacity $1.0 billion Maximum incremental term loans permitted under agreement

Leverage covenant 4.5 to 1.0 Required operating income leverage ratio under agreement

Maturity 2 years From date acquisition is consummated and loan funded

Commitment fee start date October 12, 2026 Start of commitment fee accrual on unused commitments

Key Terms

senior unsecured term loan facility, Term SOFR, commitment fee, operating income leverage ratio, +1 more

5 terms

senior unsecured term loan facility financial

"a senior unsecured term loan facility in an aggregate principal amount of $1.0 billion"

A senior unsecured term loan facility is a formal loan that a company borrows for a fixed period and repays according to an agreed schedule, where the lender has priority over most other creditors but the loan is not backed by specific assets as collateral. It matters to investors because it increases a company’s debt burden and affects financial risk and interest costs, while its senior status offers relative protection in the event of default, even though recovery may be lower than for secured debt.

Term SOFR financial

"the Term SOFR (as defined in the Term Loan Credit Agreement) plus (b) the applicable margin"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

commitment fee financial

"the Company is required to pay a commitment fee on the unused commitments under the Term Loan Credit Agreement"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

operating income leverage ratio financial

"requires the Company to maintain an operating income leverage ratio of 4.5 to 1.0"

Joint Lead Arrangers financial

"as Joint Lead Arrangers, Joint Bookrunners and Lenders"

Joint lead arrangers are the banks or financial institutions that organize a large loan provided by a group of lenders, acting like co-captains who design the deal, find other lenders, and set key terms. For investors, their involvement matters because their reputation, negotiating strength and risk appetite influence the cost, size, and protections of the financing, which can affect a company’s cash flow and credit risk.

FAQ

What financing did Fox Corporation (FOX) arrange for the Roku acquisition?

Fox Corporation arranged a senior unsecured term loan facility of $1.0 billion to help fund cash consideration and related amounts for acquiring Roku, Inc. The loan only funds if the Roku acquisition is consummated and other customary conditions are satisfied.

What are the key maturity terms of Fox Corporation’s new $1.0 billion term loan?

The new term loan for Fox Corporation matures two years after the Roku acquisition is consummated and the facility is funded. This relatively short maturity concentrates refinancing or repayment decisions in the near term following completion of the acquisition and initial drawdown.

Can Fox Corporation (FOX) increase the size of its new term loan facility?

Fox Corporation may, subject to conditions, incur up to an additional $1.0 billion of term loans under the same credit agreement. This incremental capacity effectively doubles potential borrowing, giving Fox flexibility to adjust financing around the Roku transaction or other corporate needs.

What leverage covenant applies under Fox Corporation’s new term loan agreement?

The term loan agreement requires Fox Corporation to maintain an operating income leverage ratio of 4.5 to 1.0. This limit can be temporarily increased for four quarters in certain situations involving material acquisitions, providing limited flexibility during larger transaction integrations.

How are interest and fees determined on Fox Corporation’s new term loan?

Interest is based on either a Base Rate or Term SOFR plus an applicable margin tied to Fox’s long-term senior unsecured non-credit-enhanced debt ratings. Fox must also pay a commitment fee on unused commitments starting October 12, 2026, with rates similarly linked to those ratings.

Who are the main banks involved in Fox Corporation’s new term loan facility?

Morgan Stanley Senior Funding, Inc. acts as administrative agent and a lender for Fox Corporation’s term loan. Other key participants include Citigroup Global Markets, Deutsche Bank AG New York Branch, Goldman Sachs Bank USA, and JPMorgan Chase Bank, N.A., serving as joint lead arrangers, joint bookrunners, and lenders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 04:26 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

June 30, 2026

Fox Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

001-38776

83-1825597

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION

FILE NO.)

(IRS EMPLOYER

IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.01 per share	FOXA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	FOX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

As previously disclosed, on June 15, 2026, Fox Corporation (the “Company”) announced the acquisition of Roku, Inc. (the “Acquisition”), pursuant to that certain Agreement and Plan of Merger, dated as of June 14, 2026, by and among the Company, Falcon Merger Sub 1, Inc., Falcon Merger Sub 2, LLC and Roku, Inc. (the “Acquisition”).

On June 30, 2026, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”), among the Company, as Borrower, the initial lenders named therein (the “Lenders”) and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent, pursuant to which the Lenders party thereto committed to provide, contingent upon the consummation of the Acquisition and certain other customary conditions to funding, a senior unsecured term loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility”). Borrowings under the Term Loan Facility will be used to pay a portion of the cash consideration and other amounts payable in connection with the Acquisition.

The Term Loan Facility matures on the date that is two years after the date the Acquisition is consummated and the Term Loan Facility is funded. Subject to certain conditions, the Term Loan Credit Agreement provides the Company the ability to incur up to $1.0 billion of additional term loans. The Company may terminate, in whole or in part, the commitments under the Term Loan Credit Agreement at any time prior to the funding thereof. The Company may prepay, in whole or in part, any amounts of the Term Loan Facility at any time.

The loans under the Term Loan Facility will bear interest, at the Company’s option, at either (1) the Base Rate (as defined in the Term Loan Credit Agreement) which is a fluctuating interest rate per annum equal to the sum of (a) the highest of (i) the prime rate, (ii) the Federal Funds Rate (as defined in the Term Loan Credit Agreement) plus 0.50% or (iii) the Term SOFR (as defined in the Term Loan Credit Agreement) for a one-month interest period plus 1.00% plus (b) the applicable margin for Base Rate loans, or (2) the sum of (a) the Term SOFR (as defined in the Term Loan Credit Agreement) plus (b) the applicable margin for Term SOFR loans. The applicable margins for Base Rate loans and Term SOFR loans are based on the Company’s long-term senior unsecured non-credit enhanced debt ratings.

Under the Term Loan Credit Agreement, the Company is required to pay a commitment fee on the unused commitments under the Term Loan Credit Agreement based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. The commitment fee accrues during the period commencing on October 12, 2026 and ending on the date on which the commitments under the Term Loan Credit Agreement terminate (including as a result of the funding thereof).

The Term Loan Credit Agreement contains customary affirmative and negative covenants, each with customary exceptions. Additionally, the Term Loan Credit Agreement requires the Company to maintain an operating income leverage ratio of 4.5 to 1.0, subject to increase for four quarters in certain situations in connection with material acquisitions.

In addition to Morgan Stanley, as Administrative Agent and a Lender, the members of the syndicate include: Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., and/or their respective affiliates as Joint Lead Arrangers, Joint Bookrunners and Lenders. In the ordinary course of their respective businesses, one or more of the Lenders, or their affiliates, have or may have various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will receive, customary fees and expenses. In addition, the Company and its subsidiaries may have entered into or may enter into in the future certain engagements with one or more Lenders or their affiliates relating to specific endeavors.

The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description

10.1		Term Loan Credit Agreement, dated as of June 30, 2026, by and among Fox Corporation, as Borrower, the initial lenders named therein and Morgan Stanley Senior Funding, Inc., as administrative agent.*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


FOX CORPORATION

By:		/s/ Adam G. Ciongoli
		Name: Adam G. Ciongoli
		Title: Chief Legal and Policy Officer

June 30, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 455.9 KB

Fox Corp secures $1B term loan for Roku deal

Rhea-AI Filing Summary

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