Fox Corporation filed an 8-K on November 13, 2026, disclosing the closing of a seven-tranche public offering of senior notes totaling $8.4 billion in aggregate principal, with net proceeds used to repay a bridge facility drawn to finance the company's acquisition of Roku, Inc.

Key Highlights

  • Seven tranches issued: Fox Corporation closed offerings totaling $8.4 billion in aggregate principal across maturities ranging from 2029 to 2066, with coupon rates from 5.625% to 7.300%.
  • Net proceeds: The company received net proceeds of approximately $8.32 billion after deducting the underwriting discount and estimated offering expenses, according to the filing.
  • Bridge facility repaid: Net proceeds, together with cash on hand, were used to repay all outstanding borrowings under a senior unsecured bridge facility with an aggregate principal amount of $8.4 billion.
  • Roku acquisition financing: The bridge facility was entered into to partially finance the company's acquisition of Roku, Inc. on November 6, 2026, the filing disclosed.
  • Senior unsecured obligations: The notes are the company's senior unsecured obligations and are not guaranteed by any of the company's subsidiaries on the issue date.
  • Change of control provision: If the company experiences certain change of control triggering events, it will be required to offer to repurchase the notes at 101% of principal plus accrued and unpaid interest.
  • Interest payment schedule: Interest is payable semi-annually in arrears on May 15 and November 15 each year, beginning May 15, 2027.

Fox Corporation's Seven-Tranche Note Offering and Roku Acquisition Bridge Repayment

According to the filing, Fox Corporation (NASDAQ:FOXA) closed its public offering on November 13, 2026, issuing seven series of senior notes: $750,000,000 aggregate principal of 5.625% notes due 2029; $1,500,000,000 of 5.900% notes due 2031; $1,250,000,000 of 6.150% notes due 2033; $1,750,000,000 of 6.400% notes due 2036; $1,000,000,000 of 7.125% notes due 2046; $1,500,000,000 of 7.150% notes due 2056; and $650,000,000 of 7.300% notes due 2066. Each series matures on November 15 of the respective year.

The company disclosed that the offering was made pursuant to an Underwriting Agreement dated November 10, 2026, with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC serving as underwriters. The notes were issued under an Indenture dated January 25, 2019, between the company and The Bank of New York Mellon as trustee, supplemented by an Officer's Certificate dated November 13, 2026.

The filing states that prior to the applicable Par Call Date for each series, the company may redeem some or all notes of that series at the applicable make-whole price plus accrued and unpaid interest. Following the Par Call Date, redemption may occur at par plus accrued and unpaid interest. The Indenture is described as containing customary events of default and negative restrictions, including limitations on secured debt. The filing also notes that following the issue date, subsidiaries of the company may be required to guarantee the notes on a senior unsecured basis in certain circumstances as set forth in the Indenture.

What Was Disclosed

Fox Corporation reported the closing of a seven-series senior notes offering totaling $8.4 billion in aggregate principal, generating approximately $8.32 billion in net proceeds used alongside cash on hand to repay a bridge facility tied to its acquisition of Roku, Inc.