Fox gets $1 billion five-year revolver, $1.7 billion bridge loan

By Sarah Lizee

Olympia, Wash., March 18 – Twenty-First Century Fox, Inc. subsidiary Fox Corp. entered into a credit agreement on Friday with Citibank, NA as administrative agent, providing for a $1 billion five-year unsecured revolving credit facility, according to an 8-K filing with the Securities and Exchange Commission.

Interest is Libor plus a margin ranging from 79.5 basis points to 130 bps, depending on credit ratings.

There is a $150 million letter-of-credit sublimit.

Fox may request an increase in commitments up to a maximum facility amount of $1.5 billion.

Funds are available for general corporate purposes.

The maturity date is March 15, 2024, but Fox may request that the commitments be renewed for up to two additional one-year periods.

Citibank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, NA and Morgan Stanley Senior Funding, Inc. are joint lead arrangers and bookrunners. JPMorgan and Morgan Stanley are co-documentation agents. Goldman and Deutsche Bank are co-syndication agents.

Fox is required 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.

Bridge credit agreement

Also on Friday, Fox entered into a 364-day unsecured bridge term loan agreement with Goldman Sachs as administrative agent, lead arranger and bookrunner, providing for an up to $1.7 billion term loan facility, according to the 8-K.

Citibank and Deutsche Bank are co-syndication agents.

Interest is Libor plus a margin based on credit ratings. The spread will increase by 25 bps every 90 days following the closing date. The exact margin was not disclosed in the filing.

The commitment period expires on the earlier of June 13, 2020 and the termination of the amended and restated agreement and plan of merger dated as of June 20, 2018, among Twenty-First Century Fox, Walt Disney Co., TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc.

The bridge credit agreement is available to Fox to pay a portion of the payment of an $8.5 billion cash dividend to be paid to Twenty-First Century Fox on March 19 and for general corporate purposes.

Fox is required 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.

The mass media company is based in New York City.

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