FOX closes Roku acquisition; Roku holders get $95.30 cash plus 0.9799 FOXA, ~$14.1B cash paid

Fox Corp

• Roku stockholders received $95.30 in cash and 0.9799 shares of FOX Class A stock per share; FOX issued ~144.5 million shares and paid ~$14.1 billion in cash.
• FOX funded the deal with $2.0B under an upsized term loan (raised from $1.0B) and $8.4B under a 364-day bridge facility, both agented by Morgan Stanley.
• Also signed a new $1.5B five-year unsecured revolver (upsizable to $2.25B) maturing Nov. 6, 2031; ~$29M of letters of credit issued, no borrowings drawn.
• FOX expects ~$400 million of run-rate cost synergies within two years and free-cash-flow-per-share accretion by the second full year after close.
• Roku founder Anthony Wood joins FOX's board (expanded to eight directors) and serves as Co-Chair FOX Digital Platforms with Paul Cheesbrough as Co-Chair and CEO.