Fox Corp. borrowed $10.4 billion on Friday as it completed its roughly $22 billion purchase of Roku Inc., drawing $2 billion under an amended term loan and $8.4 billion under a new bridge facility to cover part of the cash it owed Roku holders.
An 8-K filed with the Securities and Exchange Commission shows Fox will pay about $14.1 billion in cash and issue roughly 144.5 million Class A shares, excluding amounts tied to equity awards and dissenting shares. Roku holders received $95.30 in cash and 0.9799 Fox Class A shares for each share, a slight shift from the $96.00 and 0.9693 shares set when the companies announced the deal in June. The filing says the mix was adjusted to account for shares whose owners exercised appraisal rights. Fox stockholders are now expected to own about 74% of the combined company and former Roku holders about 26%.
A bridge that lasts 364 days
Fox signed the bridge credit agreement on Nov. 5 and drew the full $8.4 billion the next day, when the acquisition closed. The loans mature 364 days after closing and can be repaid at any time. They carry a covenant requiring an operating-income leverage ratio of no more than 4.5 to 1.0, with room to raise that cap for four quarters after certain large purchases. Morgan Stanley Senior Funding is administrative agent. Citibank, Deutsche Bank, Goldman Sachs Bank USA and JPMorgan Chase, or their affiliates, joined the syndicate.
The same day, Fox amended its existing term loan to raise commitments to $2 billion from $1 billion, drop the option to add more term loans later, and allow full cash netting in the leverage test. It drew the $2 billion at closing. In June, Fox had said it lined up $12 billion of committed bridge financing and expected pro forma net leverage of about 2.8 times at closing, giving itself 50% credit for planned cost savings. Friday’s filing does not update that leverage figure.
A revolver for later
Separately, Fox entered a $1.5 billion five-year unsecured revolving credit agreement on Nov. 6, with Citibank as administrative agent. The company may ask to increase the line to $2.25 billion, and it can seek up to two one-year extensions beyond the Nov. 6, 2031 maturity. Fox had not drawn the revolver when it filed, though about $29 million of letters of credit were outstanding under a $150 million sublimit.
The short-dated bridge puts a refinancing task on the calendar before next November, even as Fox has said it expects about $400 million of annual cost savings within two years and intends to keep returning cash to shareholders. How quickly it replaces the $8.4 billion will say as much about the deal as the synergy target.
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