Monitor regulatory approvals (HSR, antitrust) and stockholder votes. The spread between FOXA's stock price and the implied deal value for Roku will indicate market confidence in closing. Key catalysts: S-4 filing, antitrust clearance, and shareholder meeting dates.
Price Chart
Executive Summary
Fox Corp announced a definitive agreement to acquire Roku for $160.00 per share in a cash-and-stock transaction, valuing Roku at approximately $22 billion enterprise value. The deal combines Fox's premium live content with Roku's leading connected TV platform, creating a scaled media and technology company. Fox expects $400 million in run-rate cost synergies and free cash flow accretion by the second full year post-close, but will take on significant debt ($12B bridge financing) and issue ~152 million new shares, resulting in pro forma net leverage of ~2.8x.
Key Financial Metrics
Key Facts
- Fox Corp acquires Roku for $160.00 per share (0.9693 FOXA shares + $96.00 cash)
- Enterprise value approximately $22 billion
- Fox expects $400 million in run-rate cost synergies and FCF accretion by second full year post-close
- Fox secured a $12 billion 364-day senior unsecured bridge term loan facility from Morgan Stanley
- Fox will issue approximately 152 million new Class A shares, resulting in pro forma net leverage of ~2.8x
- Roku founder/CEO Anthony Wood (55% voting power) and Lachlan Murdoch entities (38.7% FOX Class B voting power) have agreed to vote in favor
- Termination fees: $866,084,000 (change of recommendation) and $1,237,262,000 (regulatory)
- Closing conditions include HSR clearance, other antitrust approvals, stockholder votes, S-4 effectiveness, and Nasdaq listing
- Expected close by June 14, 2027, with automatic extensions to March 14, 2028 for regulatory proceedings
Financial Impact
Transformative $22B enterprise value acquisition with $12B debt financing and ~152M share dilution; $400M expected annual cost synergies
Risk Factors
- Regulatory hurdles under HSR and international antitrust laws could delay or block the deal
- Integration risk and potential failure to achieve $400M cost synergies
- High pro forma leverage (~2.8x net debt/EBITDA) increases financial risk
- Significant dilution (~152M new shares) may pressure FOXA's stock price
- Shareholder approval required from both FOX Class B and Roku stockholders
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001193125-26-271130 |
| Document: 0001193125-26-271130-index-headers.html | 0001193125-26-271130 |
| Document: 0001193125-26-271130-index.html | 0001193125-26-271130 |
| Document: 0001193125-26-271130.txt | 0001193125-26-271130 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 2, 2026 4w ago | EFFECT | $67.55 $62.65 | ▼ −7.25% | ▼ −6.92% | $62.28 (−7.80%) |
Aug 10, 2026 7w ago | S-3ASR | $63.42 $65.23 | ▲ +2.85% | ▲ +3.77% | $62.28 (−1.80%) |
Aug 10, 2026 7w ago | 425 | $63.42 $65.23 | ▲ +2.85% | ▲ +3.77% | $62.28 (−1.80%) |
Aug 6, 2026 8w ago | 8-K | $61.79 $67.71 | ▲ +9.58% | ▲ +8.98% | $62.28 (+0.79%) |
Jun 30, 2026 13w ago | 425 | $54.13 $58.95 | ▲ +8.90% | ▲ +11.09% | $62.28 (+15.06%) |
Jun 30, 2026 13w ago | 8-K | $54.13 $58.95 | ▲ +8.90% | ▲ +11.09% | $62.28 (+15.06%) |
Jun 15, 2026 15w ago | 425 | $52.34 $54.87 | ▲ +4.83% | ▲ +4.63% | $62.28 (+18.99%) |
Jun 15, 2026 15w ago | 8-K | $52.34 $54.87 | ▲ +4.83% | ▲ +4.63% | $62.28 (+18.99%) |
Jun 15, 2026 15w ago | 425 | $54.76 $55.90 | ▲ +2.08% | ▲ +2.83% | $62.28 (+13.73%) |
Jun 15, 2026 15w ago | 8-K | $54.76 $55.90 | ▲ +2.08% | ▲ +2.83% | $62.28 (+13.73%) |
US Market Status
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