This filing confirms Fox has secured committed financing for the Roku deal, reducing execution risk. Monitor for regulatory approvals and shareholder votes as the next catalysts. The deal is expected to close by June 14, 2027.
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Executive Summary
Fox Corp filed a Rule 425 communication on June 30, 2026, which is structured as an 8-K but filed under Rule 425 to disclose the entry into a $1.0 billion senior unsecured term loan credit agreement to partially fund its pending acquisition of Roku, Inc. This filing confirms the financing step for the previously announced $96.00 per share plus stock acquisition, with the loan contingent on deal closing and maturing two years post-closing.
Key Financial Metrics
Key Facts
- Fox Corp entered into a $1.0 billion senior unsecured term loan credit agreement on June 30, 2026.
- The term loan facility is contingent upon the consummation of the Roku acquisition and other customary conditions.
- The facility matures two years after the acquisition closes and carries interest based on SOFR plus a rating-dependent margin.
- Fox can incur up to an additional $1.0 billion of term loans under the agreement.
- The loan includes a leverage covenant of 4.5x, stepping to 5.0x for four quarters post-material acquisitions.
- The syndicate includes Morgan Stanley, Citigroup, Deutsche Bank, Goldman Sachs, and JPMorgan Chase.
Financial Impact
Fox Corp secured $1.0 billion in committed debt financing for the Roku acquisition, with the ability to upsize by another $1.0 billion.
Risk Factors
- Regulatory approval risk for the Roku acquisition.
- Fox's leverage will increase post-acquisition, with a 4.5x covenant.
- The acquisition may not close if conditions are not met.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001193125-26-290614 |
| Document: 0001193125-26-290614-index-headers.html | 0001193125-26-290614 |
| Document: 0001193125-26-290614-index.html | 0001193125-26-290614 |
| Document: 0001193125-26-290614.txt | 0001193125-26-290614 |
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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