8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 21, 2018

Twenty-First Century Fox, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32352	26-0075658
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1211 Avenue of the Americas, New York, New York		10036
(Address of principalexecutive offices)		(Zip Code)

Registrant’s telephone number, including area code:    212-852-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01 Entry Into Material Definitive Agreement.

Bridge Credit Agreement Amendment

To provide additional financing in connection with the increased offer for Sky plc (“Sky”), on September 21, 2018, Twenty-First Century Fox, Inc. (“21CF” or the “Company”) and its wholly owned subsidiary 21st Century Fox America, Inc. (“21CFA”), entered into a Second Amendment to Bridge Credit Agreement (the “Amendment”) with respect to the Bridge Credit Agreement (as amended, the “Credit Agreement”) with, inter alios, the lenders under the Credit Agreement party thereto and J.P. Morgan Europe Limited as designated agent. The Amendment provides for an increase of available borrowings from £10.825 billion to £12.665 billion under a tranche of loans with a maturity date of 364 calendar days following the date on which the lenders are required to fund the loans. The Amendment also incorporates updates related to the revised terms of the offer for Sky by the Company as set out in the UK Announcement (as described below), including an increase in the leverage ratio that 21CFA is required to maintain from 5.00 to 1.00 to 5.25 to 1.00, subject to reduction in certain instances.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Consent and Reimbursement Agreement

On September 21, 2018, the Company entered into a letter agreement (the “Consent and Reimbursement Agreement”) with The Walt Disney Company, a Delaware corporation (“Disney”), pursuant to which Disney consented to the entry into the Amendment and the incurrence under the Credit Agreement of an aggregate principal amount necessary to finance the Acquisition (as defined below), and pay associated financing fees, at a per share price of £15.67 (being the amount approved in writing by Disney). In connection with the foregoing, if the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), among the Company, Disney, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc. is terminated pursuant to a circumstance in which Disney is obligated to pay the Parent Regulatory Termination Fee (as defined in the Merger Agreement) and, at the time of such termination, the Company has (x) completed the Acquisition or (y) is obligated pursuant to the Takeover Code to complete the Acquisition and ultimately does, (1) Disney will pay the Company the Reimbursement Fee (as defined in the Consent and Reimbursement Agreement) equal to the U.S. dollar equivalent of (i)(x) the number of shares of Sky that the Company and its affiliates acquire in the Acquisition, multiplied by (y) £2.67 (being the amount by which the price per share of Sky approved on behalf of Disney exceeds £13.00) (the amount referred to in this clause (i), the “Principal Amount”), plus (ii) interest and fees on such Principal Amount, and (2) as soon as reasonably practicable, but in no event later than the third business day following the day on which the last to be satisfied or waived of each of the conditions set forth in the Consent and Reimbursement Agreement shall have been waived or satisfied, the Company will issue the Reimbursement Shares (as defined in the Consent and Reimbursement Agreement) to Disney, being shares of class A common stock, par value $0.01 per share, of the Company (each, a “Company Class A Share”) with a value equal to (i) the U.S. dollar equivalent of (x) the number of shares of Sky that the Company and its affiliates acquire in the Acquisition, multiplied by (y) £1.67 (being the amount by which the price per share of Sky approved on behalf of Disney exceeds £14.00), divided by (ii) $44.4422, which represents the volume-weighted average price of a Company Class A Share on Nasdaq on September 21, 2018.

With respect to the Reimbursement Shares, Disney agreed that it will (1) be subject to customary standstill obligations for so long as the Reimbursement Shares represent more than 3.0% of the total number of shares of Company common stock issued and outstanding and (2) enter into a voting and proxy agreement pursuant to which Disney will be obligated to vote (or exercise rights of consent with respect to) the Reimbursement Shares in accordance with the recommendation of the Board of Directors of the Company with respect to any matter submitted to the holders of Company Class A Shares for approval. Disney will also be entitled to certain registration rights, and will be subject to certain transfer restrictions, in respect of the Reimbursement Shares.

The Consent and Reimbursement Agreement supersedes and replaces that certain letter agreement, dated as of July 11, 2018, from Disney and acknowledged by the Company, relating to the incurrence of additional indebtedness for the purpose of financing the Acquisition.

The foregoing description of the Consent and Reimbursement Agreement is a summary and is qualified in its entirety by reference to the Consent and Reimbursement Agreement, a copy of which is attached hereto as Exhibit 10.2 and which is incorporated herein by reference.

Item 8.01 Other Events.

On September 22, 2018, the Company issued an announcement (the “UK Announcement”) disclosing the terms of a revised offer (the “Offer”) by the Company to acquire the fully diluted share capital of Sky that the Company and its affiliates do not already own at a price of £15.67 per share, payable in cash, which may be reduced if certain dividends or other distributions are paid by Sky (the “Acquisition”), as further described in the UK Announcement, which also notes Comcast Corporations’s increased cash offer for the fully diluted share capital of Sky at a price of £17.28 per share that has been recommended by the Independent Committee of Sky, which is attached hereto as Exhibit 99.1, as well as a press release related to the Offer, which is attached hereto as Exhibit 99.2.

It is intended that the Acquisition will be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act 2006.The Acquisition is conditional on, among other things, the Company securing valid acceptances of the Offer in respect of Sky shares which represent 75% or more of the Sky shares to which the Offer relates. The conditions to the Acquisition are referred to in the UK Announcement.

The foregoing summary of the UK Announcement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the UK Announcement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Cautionary Notes on Forward Looking Statements

This announcement and the Offer Document may contain certain forward-looking statements, within the meaning of Section 21E of the US Exchange Act, and Section 27A of the US Securities Act of 1933, as amended, with respect to the financial condition, results of operations and business of 21CF or Sky and certain plans and objectives of 21CF with respect thereto. All statements other than statements of historical fact included in this document may be forward-looking statements. Forward-looking statements also often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. Forward-looking statements (including those relating to the consummation of the Acquisition and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding any failure to complete the Acquisition or to make any filing or take any other action required to complete the Acquisition in a timely manner or at all, are subject to risks, uncertainties, assumptions and other factors. A number of important factors could cause actual results to differ materially from those expressed in any such forward-looking statements. These risk factors include, but are not limited to: (i) the risk that the Acquisition may not be completed on anticipated terms and timing or at all, (ii) the ability of Sky and 21CF to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from the Acquisition or risks associated with future business combinations or dispositions will harm Sky’s or 21CF’s businesses, (iv) legislative, regulatory, economic, political and market developments, (v) changes in the global, political, economic, business and competitive environments, market and regulatory forces, and unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, (vi) the risks due to fluctuations in exchange and interest rates, and (vii) the risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the SEC made by 21CF, including the section titled “Risk Factors” in 21CF’s annual report on Form 10-K for the fiscal year ended June 30, 2018 and any updating information in subsequent SEC filings. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this document. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this document. 21CF and Sky disclaim any obligation to update any forward-looking or other statements contained in this document, except as required by applicable law.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
10.1	Second Amendment to Bridge Credit Agreement, dated as of September 21, 2018, in respect of the Bridge Credit Agreement, dated as of December 15, 2016, among 21st Century Fox America, Inc., Twenty-First Century Fox, Inc., J.P. Morgan Europe Limited, as designated agent, and the lending institutions party thereto
10.2	Consent and Reimbursement Agreement by and between Twenty-First Century Fox, Inc. and The Walt Disney Company, a Delaware corporation, dated as of September 21, 2018
99.1	UK Announcement by Twenty-First Century Fox, Inc. of its increased offer for Sky, dated September 22, 2018
99.2	Press Release of Twenty-First Century Fox, Inc., dated September 22, 2018

EXHIBIT INDEX

Exhibit Number	Description
10.1	Second Amendment to Bridge Credit Agreement, dated as of September 21, 2018, in respect of the Bridge Credit Agreement, dated as of December  15, 2016, among 21st Century Fox America, Inc., Twenty-First Century Fox, Inc., J.P. Morgan Europe Limited, as designated agent, and the lending institutions party thereto
10.2	Consent and Reimbursement Agreement by and between Twenty-First Century Fox, Inc. and The Walt Disney Company, a Delaware corporation, dated as of September 21, 2018
99.1	UK Announcement by Twenty-First Century Fox, Inc. of its increased offer for Sky, dated September 22, 2018
99.2	Press Release of Twenty-First Century Fox, Inc., dated September 22, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TWENTY-FIRST CENTURY FOX, INC.
By:	/s/ Janet Nova
	Janet Nova
	Executive Vice President and Deputy
	Group General Counsel

Dated: September 24, 2018

EX-10.1

Exhibit 10.1

CONFORMED EXECUTION VERSION

SECOND AMENDMENT TO

BRIDGE CREDIT AGREEMENT

This SECOND AMENDMENT TO BRIDGE CREDIT AGREEMENT, dated as of September 21, 2018 (this “Amendment”), among 21st Century Fox America, Inc., a Delaware corporation (the “Borrower”), Twenty-First Century Fox, Inc., a Delaware corporation (the “Parent Guarantor”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Bridge Credit Agreement, dated as of December 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time (including pursuant to that certain First Amendment to Bridge Credit Agreement, dated as of July 11, 2018), including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), and J.P. Morgan Europe Limited, as designated agent (the “Designated Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower has appointed each of Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A. to act as joint lead arranger and joint bookrunner with respect to this Amendment (each a “Second Amendment Arranger” and, collectively, the “Second Amendment Arrangers”) and each Second Amendment Arranger has agreed to act in such roles;

WHEREAS, the Borrower, the Parent Guarantor and the Lenders party hereto constituting the Required Lenders, Required Tranche 1 Lenders and Required Tranche 2 Lenders wish to amend the Credit Agreement as set forth herein;

WHEREAS, the Borrower and the Parent Guarantor have requested that certain of the Lenders (such Lenders, the “Second Amendment Additional Lenders”) provide additional Tranche 1 Commitments (the “Second Amendment Additional Tranche 1 Commitments”) in an aggregate principal amount of £1,840,000,000.00, which shall be available starting on the Second Amendment Effective Date (as defined below) and structured as an increase in the principal amount of Tranche 1 Commitments under the Credit Agreement; and

WHEREAS, each Second Amendment Additional Lender has agreed on a several and not joint basis to provide 25% of the Second Amendment Additional Tranche 1 Commitments subject to the terms and conditions set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing recital, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Parent Guarantor and the Lenders party hereto hereby agree as follows:

Section 1.     Defined Terms. All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement and as used herein.

Section 2.     Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 of this Amendment, the following amendments shall be made to the Credit Agreement:

(a)     Amended Definitions. The below definitions as set forth in Section 1.01 of the Credit Agreement are amended as follows:

(i)    Clause (d) of the definition of “Certain Funds Default” is amended and restated in its entirety as follows:

“(d)    Section 6.01(d) as it relates to the failure to perform any of the following covenants: (i) Section 5.01(k) (other than paragraph (viii), (ix) and (xiv) thereof), (ii) Section 5.02(a), (iii) Section 5.02(b), (iv) Section 5.02(f)(ii) or (vi) the covenants set forth in Section 5(a), 5(b)(i), 5(c), 5(d) or 5(e) of the Second Amendment.”

(ii)    The definition of “Fee and Syndication Letter” is amended and restated in its entirety as follows:

““Fee and Syndication Letter” means a collective reference to (a) that certain Fee and Syndication Letter, dated as of December 15, 2016, by and among the Borrower, the Agents and the Initial Lenders, (b) that certain Supplemental Fee and Syndication Letter, dated as of the First Amendment Effective Date, by and among the Borrower, the Agents and the Additional Lenders (as defined in the First Amendment) and (c) that certain Second Amendment Supplemental Fee Letter (as defined in the Second Amendment).”

(iii)    The definition of “Materially Adverse Amendment” is amended and restated in its entirety as follows:

““Materially Adverse Amendment” means a modification, amendment or waiver to or of the terms or conditions of the Scheme or Takeover Offer (as the case may be) compared to the terms and conditions that were included in the Original Press Release as amended or superseded by the draft of the Press Release or Offer Press Announcement (as the case may be) delivered pursuant to Section 5(c) of the Second Amendment that is materially adverse to the interests of the Lenders, it being acknowledged (except as otherwise agreed in writing by the Arrangers) that, a change to the consideration (other than to the extent the consideration consists of cash (in an amount per Target Share not greater than the amount already offered), common stock of the Parent Guarantor or a combination of the two) for the Target Shares would be materially adverse to the Lenders, but that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition would not be materially adverse to the interests of the Lenders, and; provided, that any modification, amendment or waiver required pursuant to the City Code or by a court of competent jurisdiction or the Panel shall not be a Materially Adverse Amendment.”

(iv)    The definition of “Tranche 1 Commitment” is amended and restated in its entirety as follows:

““Tranche 1 Commitment” means, as to any Lender, the commitment of such Lender to make an Advance pursuant to Section 2.01, as such commitment may be reduced from time to time pursuant to the terms hereof. The initial amount of each Lender’s Tranche 1 Commitment is (a) the amount set forth in the column labeled “Tranche 1 Commitment” opposite such Lender’s name on Schedule I hereto, (b) the amount set forth in the column labeled “Additional Tranche 1 Commitment” opposite such Lender’s name on Schedule I to the First Amendment, (c) as to each Second Amendment Additional Lender (as defined in the Second Amendment), the amount set forth in the column labeled “Second

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Amendment Additional Tranche 1 Commitments” opposite such Second Amendment Additional Lender’s name on Schedule I to the Second Amendment or, in any case, (d) if such Lender has entered into any Assignment and Assumption, the amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 9.07(c), as such amount may be reduced pursuant to Section 2.04.”

(b)    Additional Definitions. The following definitions shall be inserted in alphabetical order in Section 1.01 of the Credit Agreement:

“Disney Merger Agreement” means that certain Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among the Parent Guarantor, The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc., and WDC Merger Enterprises II, Inc., as it may be amended, restated, supplemented or otherwise modified from time to time.

“Second Amendment” means that certain Second Amendment to Bridge Credit Agreement, dated as of September 21, 2018, by and among the Parent Guarantor, the Borrower, the Second Amendment Additional Lenders (as defined therein) party thereto, the other Lenders party thereto and the Designated Agent.

“Second Amendment Additional Tranche 1 Commitments” has the meaning set forth in the Second Amendment, which, following the Second Amendment Effective Date, shall constitute Tranche 1 Commitments hereunder.

“Second Amendment Effective Date” means the “Second Amendment Effective Date” under and as defined in the Second Amendment, which occurred on September 21, 2018.

(c)    Amended Sections.

(i)    Clause (a) of Section 2.02 of the Credit Agreement is amended and restated in its entirety as follows:

“(a) Each Borrowing shall be made on notice, given not later than (x) 1:00 P.M. (London time) on the second Business Day prior to the date of the proposed Borrowing, by the Borrower to the Designated Agent, which shall give to each Lender prompt notice thereof by telecopier or other electronic communication. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, telecopier or other electronic communication in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) aggregate amount of such Borrowing, (iii) Class of Advances comprising such Borrowing and (iv) initial Interest Period for each such Advance. Each Lender shall, before 10:00 A.M. (New York City time) on the date of such Borrowing make available for the account of its Eurocurrency Lending Office to the Designated Agent at the Designated Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing. After the Designated Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Designated Agent will make such funds available to the Borrower at the Designated Agent’s address referred to in Section 9.02.

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(ii)    The proviso at the end of clause (a) of Section 2.03 of the Credit Agreement is amended and restated in its entirety as follows: “provided, further, however, that (i) Commitment Fees in respect of the Additional Tranche 1 Commitments shall begin to accrue on the First Amendment Effective Date and (ii) Commitment Fees in respect of the Second Amendment Additional Tranche 1 Commitments shall begin to accrue on the Second Amendment Effective Date (whether or not established on such date)”.

(iii)    Clause (k)(i) of Section 5.01 of the Credit Agreement is amended and restated in its entirety as follows:

“(i)    Issue a Press Release or, as the case may be, an Offer Press Announcement (in the form delivered to the Designated Agent pursuant to Section 5(c) of the Second Amendment, subject to such amendments as are not Materially Adverse Amendments or have been approved by the Arrangers in writing acting reasonably (such approval not to be unreasonably withheld, delayed or conditioned)) within 5 Business Days of the Second Amendment Effective Date.”

(iv)    Clause (k)(vii) of Section 5.01 of the Credit Agreement is amended and restated in its entirety as follows:

“(vii)    Not take any action, and procure that none of its Affiliates nor any person acting in concert with it (within the meaning of the City Code) takes any action, which would require a change to be made to the terms of the Scheme or the Takeover Offer (as the case may be) pursuant to Rule 6 or Rule 11 of the City Code which change, if made voluntarily, would be a Materially Adverse Amendment.”

(v)    The first paragraph of Section 5.03 of the Credit Agreement is amended and restated in its entirety as follows:

“Financial Covenant. So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Parent Guarantor will maintain a ratio (the “Operating Income Leverage Ratio”) determined on the last day of each fiscal quarter of the Parent Guarantor for the Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the Parent Guarantor described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt, plus (C) preference shares that constitute debt under GAAP, minus (D) unrestricted cash or Cash Equivalents of the Reporting Group to (ii) Consolidated Adjusted Operating Income of the Parent Guarantor for such Rolling Period of not more than (x) 5.25 to 1.00 for any period ending on or prior to the date that is eighteen months after the Target Acquisition Closing Date and (y) 4.75 to 1.00 thereafter.

Section 3.    Establishment of Additional Tranche 1 Commitments.

(a)    Subject to the satisfaction of the conditions set forth in Section 4 hereof, each Second Amendment Additional Lender hereby acknowledges and agrees that it has a Second Amendment Additional Tranche 1 Commitment in an amount as set forth opposite its name on Schedule I hereto, and agrees to make its pro rata share of any Advances to the Borrower in accordance with the terms and conditions of the Credit Agreement as amended hereby.

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(b)    On and after the Second Amendment Effective Date, (i) each Second Amendment Additional Tranche 1 Commitment shall be deemed for all purposes a Tranche 1 Commitment and (ii) each Second Amendment Additional Lender shall be a Lender with respect to each Second Amendment Additional Tranche 1 Commitment and all matters relating thereto.

Section 4.    Conditions to Effectiveness. This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Second Amendment Effective Date”):

(a)    Executed Amendment. The Designated Agent shall have received one or more counterparts of this Amendment duly executed by (i) each Loan Party, (ii) the Lenders constituting no less than the Required Lenders, Required Tranche 1 Lenders and Required Tranche 2 Lenders and (iii) each Second Amendment Additional Lender.

(b)    Closing Deliverables. The Designated Agent shall have received on or before the Second Amendment Effective Date, each dated on or about such date:

(i)    A good standing certificate or similar certificate dated a date reasonably close to the Second Amendment Effective Date from the jurisdiction of organization or formation of each Loan Party, but only where such concept is applicable; and

(ii)    A certificate of a Responsible Officer of each Loan Party certifying the names and true signatures of the Responsible Officers of such Loan Party authorized to execute and deliver this Amendment and the other documents to be delivered by it hereunder.

The Designated Agent and Lenders party hereto, as applicable, hereby irrevocably confirm that the above conditions have been satisfied and the Second Amendment Effective Date has occurred as of the date hereof.

Section 5.    Covenants. Following the occurrence of the Second Amendment Effective Date, each Loan Party hereby covenants and agrees to the following:

(a)    Fees and Expenses. The Second Amendment Additional Lenders and the Designated Agent shall receive (or other arrangements acceptable to the Second Amendment Arrangers and the Designated Agent shall have been made for) payment of all fees and expenses then due and payable on September 24, 2018, set forth in the Supplemental Fee Letter, dated as of the date hereof (the “Second Amendment Supplemental Fee Letter”), subject in the case of any expenses to be paid by the Borrower to the Borrower’s receiving an invoice with respect thereto.

(b)    Deliverables. The Designated Agent shall receive on or prior to September 24, 2018, each dated on or about such date:

(i)    Certified copies of (A) the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of each Loan Party, certified as of a recent date by the Secretary of State (or comparable authority) of its jurisdiction of organization or formation including a certification that the same has not been amended since the date of such certification, (B) the bylaws, operating agreement or similar governing document of each Loan Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate and (C) the resolutions or similar authorizing documentation of the governing bodies of each Loan Party authorizing the incurrence of the Second Amendment Additional Tranche 1 Commitments and such Person to enter into and perform its obligations under the Loan Documents to which it is a party; and

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(ii)    An opinion of Simpson Thacher & Bartlett LLP, counsel for the Loan Parties, consistent with the draft thereof agreed by counsel to the Designated Agent and counsel to the Loan Parties prior to the Second Amendment Effective Date.

(c)    Press Release. The Second Amendment Additional Lenders shall receive on or prior to September 24, 2018, a copy of a revised draft of the Press Release or Offer Press Announcement (as applicable, depending upon whether it is proposed to effect the Target Acquisition by way of a Scheme or Takeover Offer) in the form in which it is issued or proposed to be issued, which (i) shall be consistent with the increased offer price of £15.67 per Target Share communicated to the Panel on September 22, 2018 (the “Increased Offer Price”) and (ii) comply with the applicable requirements of the City Code and the Panel.

(d)    Consent. The Borrower shall have received the consent required by Section 5.01(b)(iv) of the Disney Merger Agreement in connection with the Increased Offer Price. The Second Amendment Additional Lenders shall receive on or prior to September 24, 2018, a copy of the documentation relating to such consent.

(e)    Backstop. The Borrower shall have and maintain in effect an agreement with The Walt Disney Company that if the Disney Merger Agreement is terminated in a circumstance in which The Walt Disney Company is obligated to pay the Parent Regulatory Termination Fee (as defined in the Disney Merger Agreement) and, at the time of such termination, the Parent Guarantor has (x) completed the Sky Acquisition (as defined in the Disney Merger Agreement) or (y) is obligated pursuant to the City Code to complete the Sky Acquisition and ultimately does, The Walt Disney Company will be required, in the case of clause (x), concurrently with the payment of the Parent Regulatory Termination Fee or, in the case of clause (y), on the day on which the Sky Acquisition is ultimately completed, to pay to the Parent Guarantor in cash a Reimbursement Fee (as defined below). As used herein, “Reimbursement Fee” shall mean an amount in U.S. dollars equal to (i) the Dollar Equivalent (as defined below) of (x) the number of shares of the Target that the Parent Guarantor and its affiliates acquire in the Sky Acquisition, multiplied by (y) the amount by which the approved per share price exceeds £13.00 per share (the amount referred to in this clause (i), the “Principal Amount”), plus (ii) interest and fees on such Principal Amount, which interest shall accrue at a rate per annum equal to the interest rate applicable to the Advances from the date on which the Sky Acquisition is completed until the date on which the Reimbursement Fee is paid to the Parent Guarantor by The Walt Disney Company. The Second Amendment Additional Lenders shall receive on or prior to September 24, 2018, a copy of the agreement referred to in this clause (e). As used in this clause 5(e), “Dollar Equivalent” shall mean with respect to any amount in pounds sterling, the equivalent amount in U.S. dollars resulting from using the exchange rate set forth on the relevant Reuters currency page at or about 11:00 a.m. (New York City time) on September 21, 2018; in the event that such rate does not appear on any such Reuters page, the applicable exchange rate shall be determined by The Walt Disney Company and the Parent Guarantor by reference to a similar independent and internationally recognized publicly available service for displaying exchange rates.

Section 6.    Representations and Warranties. To induce the Lenders to enter into this Amendment, each Loan Party represents and warrants to the Designated Agent and Lenders that, as of the Second Amendment Effective Date:

(a)    The execution, delivery and performance by each Loan Party of this Amendment are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party’s Constitutive Documents, (ii) violate any material applicable law or contractual restriction binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

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(b)    All authorizations or approvals and other actions by, and all notices to and filings with, any governmental authority or regulatory body or any other third party that are required to be obtained or made by the Loan Parties for the due execution, delivery, recordation, filing or performance by any Loan Party of this Amendment.

(c)    This Amendment has been duly executed and delivered by each Loan Party party hereto. This Amendment is the legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms.

(d)    Immediately prior to and after giving effect to the terms, conditions, and provisions of this Amendment, no Default or Event of Default exists.

(e)    The representations and warranties contained in Section 4.01 of the Credit Agreement are true and correct in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to this Amendment, as though made on and as of the Second Amendment Effective Date (except to the extent any such representation or warranty specifically relates to an earlier date in which case such representation and warranty shall be accurate in all material respects as of such earlier date).

Section 7.    Miscellaneous.

(a)    Confirmation of Loan Documents. Each Loan Party hereby covenants and agrees that, except as expressly amended and/or modified by this Amendment, all of the terms, conditions, and provisions of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. Each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed, and remain in full force and effect. After giving effect to this Amendment, each Loan Party reaffirms its guaranty of the Guaranteed Obligation, which Guaranteed Obligations shall continue in full force and effect during the term of the Credit Agreement (after giving effect to this Amendment), in each case, on and subject to the terms and conditions set forth in the Credit Agreement (as amended by this Amendment) and the other Loan Documents. The Credit Agreement, together with this Amendment, shall be read and construed as a single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended hereby. On and after the date hereof, this Amendment shall for all purposes constitute a “Loan Document”. Each reference to a “Commitment” shall be deemed to include the Second Amendment Additional Tranche 1 Commitments hereunder and all other related terms will have the correlative meanings mutatis mutandis.

(b)    Limitation of this Amendment. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as otherwise set forth herein, nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Credit Agreement, or any waiver of the terms, conditions, or provisions of the Credit Agreement and/or any of the other Loan Documents and do not constitute a release, termination or waiver of any of the rights and/or remedies granted to the Lenders and/or the Designated Agent under the Loan Documents. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean and refer to the Credit Agreement as amended hereby.

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(c)    Captions. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

(d)    Successors and Assigns. This Amendment shall be binding upon and shall inure to the sole benefit of the Borrower, the Parent Guarantor, the Designated Agent and the Lenders and their respective successors and assigns.

(e)    References. Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

(f)    Miscellaneous. This Amendment shall be subject to the following Sections of the Credit Agreement, as if set forth herein in their entirety: Sections 9.08, 9.09, 9.10, 9.11, 9.17 and 9.18.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.

21ST CENTURY FOX AMERICA, INC.,
	as Borrower
By:	/s/ Janet Nova
Name:	Janet Nova
Title:	Executive Vice President and Deputy General Counsel
TWENTY-FIRST CENTURY FOX, INC.,
	as Parent Guarantor
By:	/s/ Janet Nova
Name:	Janet Nova
Title:	Executive Vice President and Deputy Group General Counsel

Signature Page to Second Amendment

GOLDMAN SACHS BANK USA,

as a Lender

By:	/s/ Robert Ehudin
Name:	Robert Ehudin
Title:	Authorized Signatory

Signature Page to Second Amendment

GOLDMAN SACHS LENDING PARTNERS LLC,

as a Lender and a Second Amendment

Additional Lender

By:	/s/ Robert Ehudin
Name:	Robert Ehudin
Title:	Authorized Signatory

Signature Page to Second Amendment

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,

as a Lender and a Second Amendment

Additional Lender

By:	/s/ Ming K. Chu
Name:	Ming K. Chu
Title:	Director
By:	/s/ Yvonne Tilden
Name:	Yvonne Tilden
Title:	Managing Director

Signature Page to Second Amendment

JPMORGAN CHASE BANK, N.A., LONDON BRANCH

as a Lender and a Second Amendment

Additional Lender

By:	/s/ Andres Korin
Name:	Andres Korin
Title:	Vice President

Signature Page to Second Amendment

J.P. MORGAN EUROPE LIMITED,

as Designated Agent

By:	/s/ Andres Korin
Name:	Andres Korin
Title:	Vice President

Signature Page to Second Amendment

CITIBANK, N.A.,

as a Second Amendment Additional Lender

By:	/s/ Michael Vondriska
Name:	Michael Vondriska
Title:	Vice President

Signature Page to Second Amendment

Schedule I (Second Amendment Additional Tranche 1 Commitments)

Second Amendment Additional Lenders	Second Amendment Additional Tranche 1 Commitments
GOLDMAN SACHS LENDING PARTNERS LLC	£460,000,000.00
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH	£460,000,000.00
JPMORGAN CHASE BANK, N.A., LONDON BRANCH	£460,000,000.00
CITIBANK, N.A.	£460,000,000.00
Total	£1,840,000,000.00

EX-10.2

Exhibit 10.2

September 21, 2018

Twenty-First Century Fox, Inc.

1211 Avenue of the Americas

New York, NY 10036

Attention: General Counsel

E-mail: gzweifach@21cf.com

with copies to:

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

4 Times Square

New York, NY 10036

Attention: Howard L. Ellin, Esq.

Brandon Van Dyke, Esq.

E-mail: howard.ellin@skadden.com

brandon.vandyke@skadden.com

Re: Sky Acquisition Financing

1.    Reference is made to (i) that certain Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware limited liability company and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware limited liability company and a wholly owned Subsidiary of Holdco (“Wax Sub”), and (ii) that certain letter, dated as of July 11, 2018 (the “July 11 Letter”), from Parent and acknowledged by the Company, relating to the incurrence of additional Indebtedness for the purpose of financing a Sky Acquisition. Capitalized terms used but not defined herein shall have the meaning given to such terms in Paragraph 12 or in the Merger Agreement.

2.    As the parties have discussed, the Company and Parent agree that the Company may incur additional Indebtedness for the purpose of financing a Sky Acquisition as set forth in the July 11 Letter and this letter (this “Letter”). Pursuant to Section 5.01(b)(iv) of the Merger Agreement, the Company and its Subsidiaries are prohibited from incurring Indebtedness without the prior written consent of Parent, subject to certain exceptions, and pursuant to the July 11 Letter, Parent consented to the incurrence under the Bridge Facility of up to an aggregate principal amount of £15,325,000,000 of Indebtedness for the purpose of financing a Sky Acquisition. Parent hereby consents under Section 5.01 of the Merger Agreement to the Company’s and 21st Century Fox America, Inc.’s incurrence under the Bridge Facility of an aggregate principal amount of Indebtedness as shall be necessary to finance the Sky Acquisition, and pay associated financing fees, at a per share amount approved in writing (which may include by way of electronic submission) by Mr. Kevin Mayer, Chairman of Direct-to-Consumer and

International, on behalf of Parent (the “Approved Per Share Price”), for the purpose of financing a Sky Acquisition (the “Sky Debt”), and such amount of Indebtedness shall, for purposes of Section 5.01(b)(iv)(G) of the Merger Agreement, be deemed to be the amount permitted in Section 5.01 of the Company Disclosure Letter in lieu of the amount actually set forth therein. As a condition to providing such consent, Parent and the Company hereby agree that the Company shall not modify or waive any of the terms or conditions of the currently pending offer by the Company to acquire the 61% interest in Sky not held by the Company without Parent’s prior written consent.

3.    In connection with the foregoing, Parent hereby agrees that, if the Merger Agreement is terminated in a circumstance in which Parent is obligated to pay the Parent Regulatory Termination Fee and, at the time of such termination, the Company has (x) completed the Sky Acquisition or (y) is obligated pursuant to the Takeover Code to complete the Sky Acquisition and ultimately does, (1) Parent will pay the Company the Reimbursement Fee as a partial reimbursement for the Sky Debt, in the case of clause (x), concurrently with the payment of the Parent Regulatory Termination Fee or, in the case of clause (y), on the day on which the Sky Acquisition is ultimately completed (as applicable, the “Cash Reimbursement Date”) and (2) as soon as reasonably practicable, and in no event later than the third business day, following the day on which the last to be satisfied or waived of each of the conditions set forth in Paragraph 10 (other than those conditions that by their nature are to be satisfied at the closing of such issuance (the “Reimbursement Shares Closing”), but subject to the satisfaction or waiver of those conditions) shall have been satisfied or waived in accordance with this Letter, or at such other time and/or on such other date as the Company and Parent may otherwise agree in writing (the date on which the Reimbursement Shares Closing occurs, the “Reimbursement Shares Closing Date”), the Company will issue the Reimbursement Shares to Parent.

4.    The provisions of Section 5.06(a), (c) and (d) (Filings; Other Actions; Notification) of the Merger Agreement shall, to the extent not already set forth in this Letter, apply mutatis mutandis to this Letter, including, for the avoidance of doubt, the obligation of the Company and Parent to file as soon as reasonably practicable after the date of this Letter the notifications, filings and other information required to be filed under the HSR Act or any Foreign Competition Laws with respect to the issuance of the Reimbursement Shares. Notwithstanding anything to the contrary in this Paragraph 4 or any other provision of this Letter, if and to the extent necessary to obtain or avoid the requirement to obtain, no later than the Cash Reimbursement Date, the Reimbursement Shares Required Governmental Consents, the number of Reimbursement Shares to be issued at the Reimbursement Shares Closing shall be reduced, if necessary, such that they represent, in the aggregate, the maximum number of Class A Shares permitted to be issued without triggering the requirement to obtain any remaining Reimbursement Shares Required Governmental Consents. In such event, Parent and the Company shall use their respective reasonable best efforts to obtain any remaining Reimbursement Shares Required Governmental Consents for the issuance of any remaining Reimbursement Shares as promptly as practicable, and the obligations set forth in the first sentence of this Paragraph 4 shall continue until the completion of such issuance. Additionally, in such event, as soon as reasonably practicable, and in no event later than the third business day,

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following the earlier of (x) the receipt of any such remaining Reimbursement Shares Required Governmental Consents or (y) such time as the remaining Reimbursement Shares can be issued without triggering a requirement to obtain any remaining Reimbursement Shares Required Governmental Consents, or at such other time and/or on such other date as the Company and Parent may otherwise agree in writing, the Company will issue any such remaining Reimbursement Shares to Parent.

5.    For as long as Parent owns Reimbursement Shares representing more than 3.0% of the total number of Shares then issued and outstanding, Parent shall not, and shall cause each of its controlled Affiliates not to, directly or indirectly, alone, in a Group or otherwise in concert with others:

a. acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining a partnership, limited partnership, syndicate or other Group or otherwise, Beneficial Ownership of any Company Securities (other than pursuant to a stock dividend, stock split, combination or similar recapitalization by or of the Company);

b. propose or take substantial steps to effect (in either case, on behalf of itself or to or with a third party) any merger, business combination, restructuring, recapitalization or similar transaction involving the Company or any of its Subsidiaries, the Company Securities or the sale or other disposition outside the ordinary course of business of any material portion of the assets of the Company or any of its Subsidiaries;

c. seek election to, seek to place a representative on, or seek the removal of any member of, the Board of Directors of the Company;

d. engage in any “solicitation” (within the meaning of Rule 14a-1 under the Exchange Act) of proxies or consents (whether or not relating to the election or removal of directors or any other matter) with respect to the Company or any Company Securities, or become a participant in any election contest;

e. initiate, propose, or otherwise solicit stockholders for the approval of, any stockholder proposal with respect to the Company;

f. form, join or in any way participate in or assist in the formation of a Group with respect to any Company Securities;

g. deposit any Company Securities in a voting trust or subject any Company Securities to any arrangement or agreement with respect to the voting of such Company Securities, other than pursuant to Paragraph 9;

h. otherwise act in a manner designed or having the deliberate effect of circumventing the restrictions otherwise imposed under this Letter;

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i. disclose or publicly announce any intention, plan or arrangement inconsistent with, or take an action that would require the Company to make a public announcement with respect to, any of the foregoing;

j. offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of (collectively, “Transfer”) Reimbursement Shares representing, in the aggregate, Beneficial Ownership of more than 2 percent or, in the case of a passive investor that has not filed a Schedule 13D and, to Parent’s knowledge, would not as a result of such transaction be required to file a Schedule 13D, 4.9 percent (or enter into an agreement or understanding with respect to the foregoing) of the total number of shares of the Common Stock then issued and outstanding to any other Person or Group; provided that Parent and its Affiliates may engage in hedging activities with respect to the Reimbursement Shares if and only if the applicable instruments are not settleable in Securities; provided further that a distribution of Reimbursement Shares in a bona fide, underwritten public offering shall not be subject to this Paragraph 5.j.; or

k. donate, sell, assign, convey or otherwise transfer, by operation of law or otherwise (“Affiliate Transfer”), any Reimbursement Shares to any Affiliate of Parent unless, concurrent with such Affiliate Transfer, such transferee executes and delivers to the Company a joinder to this Letter, agreeing to be bound by all of the provisions of this Letter as if such transferee were bound as an original party hereto.

6. Notwithstanding the restrictions contained in Paragraph 5:

a. Parent and its Affiliates shall not be restricted from selling any Reimbursement Shares pursuant to a bona fide tender offer or exchange offer that has been recommended by the Company’s Board of Directors or that has been accepted by more than 50% of the outstanding Shares of the Company; nothing contained in Paragraph 5 shall preclude Parent or its Affiliates from making any requests to the Company to amend or waive any of the restrictions contained in Paragraph 5; provided that any such request shall be made in manner that is not reasonably likely to result in the Company being obligated to make a public announcement regarding such request;

b. the Company acknowledges and agrees that nothing contained in Paragraph 5 will apply to nor be binding upon, nor limit, restrict or prohibit in any manner whatsoever any investments, conduct or activities of, any defined benefit plan, defined contribution plan or other comparable pension fund of, associated with, or operated for the benefit of any directors, officers, employees or other agents of, Parent or its Affiliates (each, a “Parent Pension Fund”); provided that Parent and its Affiliates do not exercise any direct control over the investment decisions of such Parent Pension Fund; and

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c. For the avoidance of doubt, the Company acknowledges and agrees that none of the restrictions contained in Paragraph 5 shall apply to any purchaser or transferee of Reimbursement Shares that is not an Affiliate of Parent.

7.    If (i) the Cash Reimbursement Date has occurred, (ii) (x) the Reimbursement Shares Closing has not yet occurred or (y) the Reimbursement Shares Closing has occurred but, due to the operation of the second sentence of Paragraph 4, less than all of the Reimbursement Shares were issued and delivered to Parent at the Reimbursement Shares Closing and (iii) the Company declares cash dividends other than normal semiannual cash dividends on the Common Stock (“Special Cash Dividends”), Parent shall be entitled to receive the portion of such Special Cash Dividends, without interest, upon the Reimbursement Shares Closing (or on such other date when all remaining Reimbursement Shares are issued and delivered to Parent in accordance with the last sentence of Paragraph 4) as if it held the Reimbursement Shares upon the record date of such Special Cash Dividends.

8.    Effective upon the Reimbursement Shares Closing, Parent and the Company shall enter into a customary agreement in respect of registration rights and restrictions on transfer relating to the Reimbursement Shares, which shall reflect the terms and restrictions set forth in Appendix A hereto.

9.    Effective upon the Reimbursement Shares Closing, Parent shall enter into a voting and proxy agreement with respect to the Reimbursement Shares pursuant to which Parent shall be obligated to vote (or exercise rights of consent with respect to) the Reimbursement Shares in accordance with the recommendation of the Board of Directors of the Company with respect to the applicable matter.

10.    The respective obligation of each party to effect the Reimbursement Shares Closing is subject to the satisfaction or waiver at or prior to the Reimbursement Shares Closing of each of the following conditions:

a. (i) Any waiting period applicable to the issuance of the Reimbursement Shares under the HSR Act shall have expired or been earlier terminated and (ii) any Governmental Consent of Brazil applicable to the issuance of the Reimbursement Shares shall have been obtained (or the applicable waiting period shall have expired or been earlier terminated) (clauses (i)-(ii) collectively, the “Reimbursement Shares Required Governmental Consents”).

b. No Governmental Entity of a competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the issuance of the Reimbursement Shares.

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11. The obligation of the Company to effect the Reimbursement Shares Closing is also subject to the satisfaction or waiver by the Company at or prior to the Reimbursement Shares Closing of the following condition:

a. Parent shall have paid to the Company the Reimbursement Fee in accordance with the terms of this Letter.

12. For purposes of this Agreement:

a. “Associate” shall have the meaning assigned to such term under Rule 12b-2 under the Exchange Act.

b. A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own,” any Company Securities: (i) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, owns or has the right to acquire (whether such right is exercisable immediately, only after the passage of time, upon the satisfaction of one or more conditions (whether or not within the control of such Person), upon compliance with regulatory requirements or otherwise) pursuant to any agreement, arrangement or understanding (whether or not in writing), upon the exercise of any conversion rights, exchange rights, subscription rights, warrants, options or other rights or otherwise, including any securities of the Company represented by “when-issued” trading thereof; (ii) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding (whether or not in writing); or (iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing), for the purpose of acquiring, holding, voting or disposing of such Company Securities. The term “Beneficial Ownership” shall have a correlative meaning.

c. “Company Security” shall mean (i) any Security or (ii) any Derivative Security, in the case of each of clause (i) and (ii), issued and outstanding as of the date of this Letter or issued after the date of this Letter.

d. “Derivative Security” means (i) any subscription, option, conversion right, warrant, phantom stock right or other agreement, security or commitment of any kind obligating the Company or any of its Subsidiaries to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any Security or any security convertible into, or exchangeable for, any Security or (ii) any obligations measured by the price or value of any shares of any Security, in the case of each of clause (i) and (ii) immediately above, whether any of the foregoing is exercisable immediately, only after the passage of time or upon the satisfaction of one or more conditions.

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e. “Dollar Equivalent” shall mean, with respect to any amount in pounds sterling, the equivalent amount in U.S. dollars resulting from using the exchange rate set forth on the relevant Reuters currency page at or about 11:00 a.m. New York City time on September 21, 2018. In the event that such rate does not appear on any such Reuters page, the applicable exchange rate shall be determined by the Company and Parent by reference to a similar independent and internationally recognized publicly available service for displaying exchange rates.

f. “Group” shall have the meaning assigned to such term under Section 13(d)(3) of the Exchange Act.

g. “Reimbursement Fee” shall mean an amount in U.S. dollars equal to the Dollar Equivalent of (1) (x) the number of shares of Sky plc that the Company and its affiliates acquire in the Sky Acquisition, multiplied by (y) the amount by which the Approved Per Share Price exceeds £13.00 per share (the amount referred to in this clause (1), the “Principal Amount”), plus (2) interest and fees on such Principal Amount, which interest shall accrue at a rate per annum equal to the interest rate applicable to the Sky Debt from the date on which the Sky Acquisition is completed until the date on which the Reimbursement Fee is paid to the Company by Parent.

h. “Reimbursement Shares” shall mean Class A Shares in amount equal to (1) the Dollar Equivalent of (x) the number of shares of Sky plc that the Company and its affiliates acquire in the Sky Acquisition, multiplied by (y) the amount by which the Approved Per Share Price exceeds £14.00 per share, divided by (2) the Reimbursement Shares Issuance Price; provided that, in the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for any such Shares issued and outstanding prior to the Reimbursement Shares Closing as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution or any other dividend or distribution other than cash dividends, recapitalization, subdivision or other similar transaction, the definition of Reimbursement Shares shall be equitably adjusted to eliminate the effects of such event on the number of Class A Shares constituting Reimbursement Shares.

i. “Reimbursement Shares Issuance Price” shall mean the VWAP of a Class A Share on Nasdaq on September 21, 2018.

j. “Security” shall mean (i) the Common Stock or (ii) any other security of the Company issued and outstanding as of the date of this Letter or that the Company may issue from time to time after the date of this Letter.

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13. This Letter will become effective, and shall supersede and replace the July 11 Letter in its entirety, at such time as Mr. Mayer, on behalf of Parent, approves in writing an Approved Per Share Price in excess of £14.00. For the avoidance of doubt, in no event shall Parent be obligated to pay the Reimbursement Fee hereunder unless and until this Letter becomes effective pursuant to the preceding sentence (and, for the avoidance of doubt, any reimbursement will instead be governed by the July 11 Letter).

14. Except as expressly set forth herein, this Letter shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the parties under the Merger Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Merger Agreement, which shall continue in full force and effect.

15. The provisions of Article VIII (Miscellaneous and General) of the Merger Agreement shall, to the extent not already set forth in this Letter, apply mutatis mutandis to this Letter.

[Remainder of Page Intentionally Blank]

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Please indicate your understanding and agreement with the foregoing by signing a copy of this letter where indicated below and returning it to our attention.

Sincerely,

THE WALT DISNEY COMPANY

by	/s/ James M. Kapenstein
Name:	James M. Kapenstein
Title:	Associate General Counsel

Acknowledged and agreed,

TWENTY-FIRST CENTURY FOX, INC.

by	/s/ Janet Nova
Name:	Janet Nova
Title:	Executive Vice President and Deputy Group General Counsel

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APPENDIX A

Restriction on Transfer and Registration Rights Summary Term Sheet

Restriction on Transfer
Lock-Up:	•  For as long as Parent owns any of the Reimbursement Shares, Parent shall not Transfer, directly or indirectly, any of the Reimbursement Shares, other than as set forth below (the “Lock-Up Restriction”); provided that, in the event that less than all of the Reimbursement Shares are issued and delivered to Parent at the Reimbursement Shares Closing due to the operation of the second sentence of Paragraph 4 of the Letter to which this Appendix A is attached (the “Letter”), the Lock-Up Restriction shall not apply with respect to a number of Reimbursement Shares (the “Transferable Shares”) such that, following the Transfer of such Transferable Shares, all remaining unissued Reimbursement Shares would be required to be issued to Parent pursuant to the last sentence of Paragraph 4 of the Letter.
Release of Lock-Up:	•  Commencing on the date that is 90 days following the Reimbursement Shares Closing, and upon the conclusion of each of the succeeding four 90-day periods (each of such five 90-day periods, a “Lock-up Period”), 1/5 of the Reimbursement Shares shall be released from the Lock-Up Restriction. •  Transferable Shares shall be treated as Reimbursement Shares released from the earliest applicable Lock-up Period, and the existence or Transfer of Transferable Shares shall not accelerate the release from the Lock-up Restriction that would be applicable to any other Reimbursement Shares if no Transferable Shares had existed.
Registration Rights
Registrable Securities:	•  “Registrable Securities” means all Reimbursement Shares acquired by Parent upon the Reimbursement Shares Closing and any other Securities issued in respect thereof. •  Registrable Securities shall cease to be Registrable Securities when: •  a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement; •  such Registrable Securities shall have been sold pursuant to Rule 144 or 145 (or any similar provision then in effect) under the Securities Act; •  such Registrable Securities are eligible to be resold under Rule 144 without regard to the volume, manner of sale or public information requirements of such Rule; or

	•  such Registrable Securities cease to be outstanding.
Resale Shelf Registration Rights:	•  The Company shall file as promptly as reasonably practicable (but no later than 15 days after the Reimbursement Shares Closing) a Form S-3 registration statement (or a prospectus supplement to an existing Form S-3 registration statement) (in each case, a “Resale Shelf”) providing for the resale or other registered disposition of the Registrable Securities held by the Parent, and if the Resale Shelf is not declared automatically effective by the U.S. Securities and Exchange Commission, the Company shall use its commercially reasonable efforts to cause the Resale Shelf to be declared effective at the earliest possible date (but no later than 45 days after the filing date). •  The Company will maintain the effectiveness of such Resale Shelf, and to the extent necessary file additional Resale Shelfs, for so long as Registrable Securities remain outstanding.
Demand Registration Rights:	•  Parent shall be entitled to one demand registration for an underwritten offering during each 12-month period in which Parent holds Registrable Securities.
Cooperation:	•  The Company shall provide customary cooperation in connection with any registered, underwritten offering of Registrable Securities by Parent, including, but not limited to, entering into customary underwriting agreements, permitting Parent and its representatives to conduct customary due diligence in connection with such offering and using commercially reasonable efforts to obtain customary “comfort letters” from the Company’s independent public accountants and opinions from the Company’s outside counsel. The Company shall also provide reasonable cooperation in connection with the preparation of any marketing materials in connection with such underwritten offering but shall not, for the avoidance of doubt, be required to cause any employee to participate in any “roadshow” presentation to investors or investor calls or meetings in connection with the marketing of such offering. Parent shall have the right to designate the underwriters of any underwritten offering of Registrable Securities, subject to the consent of the Company (which shall not be unreasonably withheld, conditioned or delayed)..
Blackout Events:	•  The Company may postpone the filing or, the effectiveness of a Resale Shelf or any underwritten offering requested pursuant to a demand registration right if, based on the good faith judgment of the Company, such filing or, the effectiveness of a Resale Shelf or underwritten offering, as the case may be, would (i) reasonably be expected to

11

	materially impede, delay, interfere with or otherwise have a material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business transaction by the Company or any of its subsidiaries or (ii) require disclosure of information that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which the Company believes would be detrimental the Company. •  The Company may not exercise its delay rights more than two times in any 12-month period. Any such delay shall not be more than an aggregate of 90 days in any 12-month period and Parent shall not lose its related demand right if the offering is delayed solely as a result of such delay rights.
Piggyback Registration Rights:	•  Parent shall have piggyback rights with respect to its Registrable Securities to participate in underwritten offerings of the Company’s equity securities, whether for the Company’s own account or for the account of other of the Company’s equityholders.
Priority in Piggyback Registration Rights:	•  First, to securities that the Company proposes to sell; •  Second, if the offering is being made pursuant to demand registration rights exercised by other equityholders of the Company, to the securities proposed to be sold by such equityholders; and •  Third, to Parent with respect to its Registrable Securities.
Other Lock-Ups:	•  When holding Reimbursement Shares representing at least 3% of the total outstanding shares of the Company, Parent (whether or not participating in the offering) will enter into customary lock-up agreements (which shall be up to 90 days) in connection with any underwritten offering by the Company or another holder of the Company’s equity securities if requested by the managing underwriter(s) of such offering.
Expenses:	•  The Company shall not be liable for Parent’s out of pocket expenses in connection with any registration or offering of the Registrable Securities, including any fees or expenses of Parent’s counsel or any underwriting discounts or commissions payable in connection with any sale of Registrable Securities.
No Assignment:	•  Parent’s registration rights with respect to the Registrable Securities may not assigned to any other person and, for the avoidance of doubt, are not transferrable in connection with the Transfer of any Registrable Securities.

12

EX-99.1

Exhibit 99.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

22 SEPTEMBER 2018

REVISED CASH OFFER

for

SKY PLC

(“SKY”)

by

TWENTY-FIRST CENTURY FOX, INC.

(“21CF”)

1. Revised 21CF Offer

During the course of today, the auction process announced by the Panel in respect of Sky between 21CF and Comcast Corporation (Comcast) was concluded. Today the Panel announced the revised offer price submitted by each of 21CF and Comcast.

Under the terms of 21CF’s revised cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already (the Revised 21CF Offer), Sky Shareholders will be entitled to receive:

for each Sky Share                        £15.67 in cash

2. Comcast Offer

21CF notes the increased cash offer for the fully diluted share capital of Sky by Comcast at a price of £17.28 per Sky Share (the Comcast Offer). The Comcast Offer has been recommended by the Independent Committee of Sky.

21CF announces that it is considering its options regarding its own 39 per cent. shareholding in Sky and will make a further announcement in due course.

3. Disney consent

21CF and Disney have entered into a replacement Consent and Reimbursement Agreement, pursuant to which Disney has (a) consented to the increased indebtedness that would be incurred by 21CF as a result of the Revised 21CF Offer and (b) agreed to reimburse 21CF an amount equal to the difference between the price per Sky Share of the Revised 21CF Offer (i.e. £15.67) and £13.00 for each Sky Share purchased by 21CF pursuant to (or in connection with) the Revised 21CF Offer (plus the interest and fees incurred by 21CF on such amount) which applies if the Disney Transaction does not complete due to the failure to obtain regulatory approvals. In these circumstances, subject to the satisfaction or waiver of certain conditions, 21CF shall issue shares of Class A common stock to Disney equal in value (based on the volume-weighted average price of such common stock on 21 September 2018) to the amount by which the price per Sky Share of the Revised 21CF Offer exceeds £14.00 multiplied by the number of Sky Shares acquired by 21CF pursuant to (or in connection with) the Revised 21CF Offer. A copy of the replacement Consent and Reimbursement Agreement will be available on 21CF’s website at www.21CF-offer-for-Sky.com.

4. Financing of the Acquisition

21CF announces that 21CF, 21st Century Fox America, Inc., Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., London Branch, J.P. Morgan Europe Limited and Citibank, N.A. have entered into a further amendment to the bridge credit agreement entered into in connection with the financing of the cash consideration payable to Sky Shareholders pursuant to the Revised 21CF Offer (the Bridge Credit Agreement), as referred to in paragraph 7.1 of Section 6 of the offer document posted by 21CF to Sky Shareholders on 7 August 2018 (the Original Offer Document), so as to increase the facilities available to 21CF to £17.165 billion. Copies of the amendment documentation to the Bridge Credit Agreement will be available on 21CF’s website at www.21CF-offer-for-Sky.com.

Deutsche Bank, lead financial adviser to 21CF, is satisfied that sufficient resources are available to 21CF to satisfy the full cash consideration payable to Sky Shareholders under the terms of the Revised 21CF Offer.

5. Level of acceptances

As at 1.00 p.m. (London time) on 21 September 2018, being the latest practicable date before this announcement, 21CF had received valid acceptances of the Offer in respect of 1,359,184 Sky Shares representing approximately 0.07 per cent. of the current issued share capital of Sky. Of these acceptances, 21CF understands that 1,048,937 Sky Shares (representing approximately 0.06 per cent. of the current issued share capital of Sky) are the subject of irrevocable undertakings. So far as 21CF is aware, none of the acceptances have been received from persons acting in concert with 21CF.

In addition to these acceptances, as at 1.00 p.m. (London time) on 21 September 2018:

(a) 21CF and its wholly-owned subsidiaries held 672,783,139 Sky Shares, representing 39.12 per cent. of the current issued share capital of Sky; and

(b) persons acting in concert with 21CF held 4,214 Sky Shares, representing less than 0.01 per cent. of the current issued share capital of Sky.

Save as disclosed above, neither 21CF nor, so far as 21CF is aware, any person acting in concert with 21CF has:

(a) any interest in, or right to subscribe in respect of, or any short position in relation to Sky relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Sky relevant securities; or

(b) borrowed or lent any Sky relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.

Accordingly, as at 1.00 p.m. (London time) on 21 September 2018, 21CF or its wholly-owned subsidiaries either owned or had received valid acceptances of the Offer in respect of a total of 674,142,323 Sky Shares, representing approximately 39.19 per cent. of the current issued share capital of Sky.

Only the valid acceptances received in respect of 1,359,184 Sky Shares that are not owned by 21CF or its wholly-owned subsidiaries, representing 0.07 per cent. of the issued share capital of Sky, count towards the Acceptance Condition.

21CF has outstanding irrevocable undertakings from the Directors of Sky to accept the Offer in respect of a total of 1,048,937 Sky Shares, representing 0.06 per cent. of the current issued share capital of Sky, in respect of which 21CF understands valid acceptances have been received.

6. Sources of information and bases of calculation

In this announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

(i) As at the close of business on 21 September 2018 (being the latest practicable date prior to the date of this announcement), Sky had in issue 1,719,617,230 ordinary shares, of which 1,085,035 are held in ESOP.

(ii) 21CF and its Affiliates hold 672,783,139 ordinary shares in Sky giving a total number of outstanding shares excluding those owned by the 21CF or its Affiliates of 1,046,834,091.

(iii) Any reference to the fully diluted share capital of Sky not owned by 21CF or its Affiliates is based on:

(A) the 1,046,834,091 Sky Shares referred to in paragraph (iii) above; and

(B) 26,221,377 Sky Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the Sky Share Plans as agreed in the Co-operation Agreement and net of the shares in the ESOP and assuming for this purpose that the Effective Date of the Revised 21CF Offer is 15 October 2018.

7. General

The Revised 21CF Offer includes an amount in lieu of the final dividend which may otherwise have been payable to Sky Shareholders in respect of the 12 months ended 30 June 2018. Accordingly, the cash consideration of £15.67 per Sky Share shall be reduced by the amount of any dividend or any other distribution announced, declared, made or paid in respect of the Sky Shares on or after the date of this announcement.

Save as set out in this announcement, the Revised 21CF Offer will be subject to the same terms and conditions as those set out in the Original Offer Document. This announcement should be read in conjunction with the full text of the Original Offer Document.

The Original Offer Document will remain available, subject to certain restrictions relating to persons resident in certain jurisdictions, on 21CF’s website at www.21CF-offer-for-Sky.com.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Original Offer Document. References in this announcement to the Offer are references to the Offer as amended by this announcement.

Enquiries

21CF:
21CF
Investors Reed Nolte +1 212-852-7092 Mike Petrie +1 212-852-7130	Media Nathaniel Brown +1 212-852-7746 Miranda Higham +44 207-019-5632
Deutsche Bank AG, London Branch (Lead Financial Adviser to 21CF)	New York: +1 212 250 2500 London: +44 207 545 8000
Gavin Deane / James Arculus / Mathew Mathew / Jennifer Conway / Simon Hollingsworth (corporate broking)
Centerview Partners (Financial Adviser to 21CF)	New York: +1 212 380 2650 London: +44 207 409 9700
Blair Effron / David Cohen / James Hartop / Stefan Neata
Goldman Sachs International (Financial Adviser to 21CF)	New York: +1 212 902 1000 London: +44 20 7774 1000
John Waldron / Mike Smith / Mark Sorrell / Owain Evans
Brunswick	+44 207 404 5959
Jonathan Glass / Andrew Porter / Craig Breheny
Disney:
Citi (Financial Adviser to Disney) Jan Skarbek / Derek Van Zandt / Peter Catterall (Corporate Broking)	+44 20 7986 4000
J.P. Morgan Securities LLC (Financial Adviser to Disney)	+44 20 7742 4000
Dwayne Lysaght / Eric Menell / Hugo Baring

Important notices relating to financial advisers

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Neither Deutsche Bank AG, acting through its London Branch (Deutsche Bank) nor any other member of the group of companies controlled by Deutsche Bank AG will be responsible to any persons other than 21CF for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice

in relation to the Acquisition or any matters referred to in this announcement. Neither Deutsche Bank nor any other member of the group of companies controlled by Deutsche Bank AG owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise. Deutsche Bank is acting as financial adviser to 21CF and no one else in connection with the contents of this announcement.

Centerview Partners UK LLP (Centerview Partners), which is authorised and regulated by the Financial Conduct Authority, is acting as joint financial adviser to 21CF and no one else in connection with the contents of this announcement and neither Centerview Partners nor any of its affiliates will be responsible to anyone other than 21CF for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to in this announcement. Centerview Partners accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for 21CF and no one else in connection with the Acquisition and will not be responsible to anyone other than 21CF for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the Acquisition or any matter or arrangement referred to in this announcement. Neither Goldman Sachs International nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs International in connection with the Acquisition, this announcement, any statement contained herein, or otherwise.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Offer Document, and, in respect of Sky Shares held in certificated form, the Form of Acceptance, which contain the full terms and conditions of the Acquisition, including details of how the Revised 21CF Offer may be accepted. Any decision in respect of, or other response to, the Revised 21CF Offer should be made only on the basis of the information contained in these documents. Sky Shareholders are advised to read the formal documentation in relation to the Revised 21CF Offer carefully once it has been despatched.

This announcement does not constitute a prospectus or prospectus equivalent document.

21CF reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Scheme. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Revised 21CF Offer, subject to appropriate amendments to reflect the change in method of effecting the Acquisition.

Overseas Shareholders

The release, publication or distribution of this announcement in, and the availability of the Revised 21CF Offer to persons who are residents, citizens, or nationals of jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves about, and observe, any applicable restrictions and legal and regulatory requirements. In particular, the ability of persons who are not resident in the UK to participate in the Revised 21CF Offer may be affected by the laws of the relevant jurisdictions in which they are located.

Sky Shareholders who are in any doubt regarding such matters should consult an appropriate independent advisor in the relevant jurisdiction without delay. Any failure to comply with such restrictions and/or requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The Revised 21CF Offer is subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCA.

Unless otherwise determined by 21CF or required by the City Code, and permitted by applicable law and regulation, the Revised 21CF Offer is not being, and will not be, made available, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Revised 21CF Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.

Accordingly, copies of this announcement and any formal documentation relating to the Revised 21CF Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including any custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Any person (including any custodian, nominee or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement or any formal documentation relating to the Acquisition to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction. Doing so may render any purported acceptance of the Revised 21CF Offer invalid.

Further details in relation to Sky Shareholders in overseas jurisdictions are contained in the Offer Document.

Additional information for U.S. investors

The Revised 21CF Offer is being made to holders of Sky Shares resident in the U.S. in reliance on, and in compliance with, the applicable U.S. tender offer rules under the U.S. Exchange Act and the “Tier II” exemption provided by Rule 14d-1(d) under such Act, and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Revised 21CF Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. tender offer procedures and law. In particular, the payment and settlement procedure with respect to the Revised 21CF Offer comply with the relevant UK rules, which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Revised 21CF Offer relates to the securities of an English company admitted to trading on the Main Market of the London Stock Exchange. Accordingly, holders of Sky Shares in the U.S. should be aware that this announcement, the Offer Document and any other documents relating to the Revised 21CF Offer have been or will be prepared in accordance with the City Code and the United Kingdom’s disclosure requirements, format and style, all of which differ from those generally applicable in the U.S.. Sky’s financial statements and all Sky financial information included in this announcement, the Offer Document or any other documents relating to the Revised 21CF Offer, has been or will have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and that may not be comparable to the financial statements or other financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S..

To the extent permissible under the City Code and normal UK market practice and subject to the surviving provisions of the Co-operation Agreement and pursuant to an exception under Rule 14e-5 under the U.S. Exchange Act, 21CF, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Sky Shares outside the U.S., otherwise than pursuant to the Revised 21CF Offer, before or during the period in which such Revised 21CF Offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed to all investors to the extent required in the UK and the U.S., will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com, each of which will be available to the public in the U.S. If such purchases or arrangements to purchase were to be made, they would be made outside the U.S. and would be made in accordance with applicable law, including the U.S. Exchange Act and the City Code.

U.S. holders of Sky Shares should also be aware that the Revised 21CF Offer may have tax consequences in the United States, including that the receipt of cash pursuant to the Revised 21CF Offer by a U.S. holder of Sky Shares will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable U.S. state and local, as well as foreign and other, tax laws. Each U.S. holder of Sky Shares is urged to consult with independent legal, tax and financial advisors in connection with making a decision regarding the Revised 21CF Offer, including, without limitation, to consider the tax consequences associated with such holder’s acceptance of the Revised 21CF Offer.

It may be difficult for U.S. holders of Sky Shares to enforce their rights, effect service of process within the U.S. upon Sky and/or enforce any claim arising out of U.S. federal laws in connection with the Acquisition, since Sky is located in a non-U.S. jurisdiction, and some or all of its officers and directors reside outside of the U.S.. Therefore, U.S. holders of Sky Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment. There is substantial doubt as to the enforceability in the UK of original actions, or of actions for the enforcement of judgements of U.S. courts, based on civil liability provisions of U.S. federal securities laws.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Revised 21CF Offer, passed upon the merits or fairness of the Revised 21CF Offer or passed upon the adequacy or accuracy of the information contained in this announcement or any document published in connection with the Revised 21CF Offer. Any representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement may contain certain forward-looking statements, within the meaning of Section 21E of the U.S. Exchange Act, and Section 27A of the U.S. Securities Act of 1933, as amended, with respect to the financial condition, results of operations and business of 21CF or Sky and certain plans and objectives of 21CF with respect thereto. All statements other than statements of historical fact included in this document may be forward-looking statements. Forward-looking statements also often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. Forward-looking statements (including those relating to the consummation of the Acquisition and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding any failure to complete the Acquisition or to make any filing or take any other action required to complete the Acquisition in a timely manner or at all, are subject to risks, uncertainties, assumptions and other factors. A number of important factors could cause actual results to differ materially from those expressed in any such forward-looking statements. These risk factors include, but are not limited to: (i) the risk that the Acquisition may not be completed on anticipated terms and timing or at all, (ii) the ability of Sky and 21CF to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from the Acquisition or risks associated with future business combinations or dispositions will harm Sky’s or 21CF’s businesses, (iv) legislative, regulatory, economic, political and

market developments, (v) changes in the global, political, economic, business and competitive environments, market and regulatory forces, and unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, (vi) the risks due to fluctuations in exchange and interest rates, and (vii) the risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the SEC made by 21CF, including the section titled “Risk Factors” in 21CF’s annual report on Form 10-K for the fiscal year ended 30 June 2018 and any updating information in subsequent SEC filings. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realisation of forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this document. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this document. 21CF and Sky disclaim any obligation to update any forward-looking or other statements contained in this document, except as required by applicable law.

No profit forecast or estimates

No statement in this announcement is intended as or shall be deemed to be a profit forecast or estimate for any period. No statement in this announcement should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for Sky, 21CF or the Enlarged Group (as applicable) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings or earnings per share for Sky, 21CF or the Enlarged Group (as applicable).

Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website

This announcement will be available free of charge, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, at www.21cf-offer-for-Sky.com by no later than 12.00 noon (London time) on the business day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this announcement are London times, unless otherwise stated.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

21ST CENTURY FOX’S STATEMENT REGARDING OFFER FOR SKY PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

New York, NY – 22 September, 2018 – Following the conclusion of the auction process, 21st Century Fox (“21CF”) announced its revised cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own at a price per share of £15.67. A copy of that announcement is available here.

21CF has also issued the following statement:

“We note the increased cash offer for the fully diluted share capital of Sky by Comcast, and that it has been recommended by the Independent Committee of Sky. 21CF is considering its options regarding its own 39 percent shareholding in Sky and will make a further announcement in due course. Sky is a remarkable story and we are proud to have played such a significant role in building the incredible value reflected today in Comcast’s offer.”

Publication on Website

This announcement will be made available free of charge, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, at www.21CF-offer-for-Sky.com by no later than 12 noon (London time) on the day after the announcement is made.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

For further information, please contact:

Investors:

Reed Nolte: + 1 212-852-7092             rnolte@21cf.com

Mike Petrie: + 1 212-852-7130            mpetrie@21cf.com

Media:

Julie Henderson: + 1 310-369-0773              jhenderson@21cf.com

Nathaniel Brown: + 1 212-852-7746            nbrown@21cf.com

Miranda Higham: + 44 (0) 20 7019-5632     mhigham@21cf.com

About 21st Century Fox

21st Century Fox is one of the world’s leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Regional Networks, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group. 21st Century Fox also holds approximately 39.1 per cent of the issued shares of Sky, Europe’s leading entertainment company, which serves nearly 23 million households across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Revised Offer Document, and, in respect of Sky Shares held in certificated form, the Revised Form of Acceptance, which will be posted in due course and will contain the full terms and conditions of the Acquisition, including details of how the Increased 21CF Offer may be accepted. Any decision in respect of, or other response to, the Increased 21CF Offer should be made only on the basis of the information contained in these documents. Sky Shareholders are advised to read the formal documentation in relation to the Increased 21CF Offer carefully once it has been despatched.

This announcement does not constitute a prospectus or prospectus equivalent document.

21CF reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Scheme. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Increased 21CF Offer, subject to appropriate amendments to reflect the change in method of effecting the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Increased 21CF Offer to persons who are residents, citizens, or nationals of jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves about, and observe, any applicable restrictions and legal and regulatory requirements. In particular, the ability of persons who are not resident in the UK to participate in the Increased 21CF Offer may be affected by the laws of the relevant jurisdictions in which they are located.

Sky Shareholders who are in any doubt regarding such matters should consult an appropriate independent advisor in the relevant jurisdiction without delay. Any failure to comply with such restrictions and/or requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The Increased 21CF Offer is subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCA.

Unless otherwise determined by 21CF or required by the City Code, and permitted by applicable law and regulation, the Increased 21CF Offer is not being, and will not be, made available, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Increased 21CF Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.

Accordingly, copies of this announcement and any formal documentation relating to the Increased 21CF Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including any custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Any person (including any custodian, nominee or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement or any formal documentation relating to the Acquisition to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction. Doing so may render any purported acceptance of the Increased 21CF Offer invalid.

Further details in relation to Sky Shareholders in overseas jurisdictions will be contained in the Revised Offer Document.

Additional information for US investors

The Increased 21CF Offer is being made to holders of Sky Shares resident in the U.S. in reliance on, and in compliance with, the applicable U.S. tender offer rules under the U.S. Securities Exchange Act 1934, as amended and the rules and regulations promulgated thereunder and the “Tier II” exemption provided by Rule 14d-1(d) under such Act, and otherwise in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Increased 21CF Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. tender offer procedures and law. In particular, the payment and settlement procedures with respect to the Increased 21CF Offer comply with the relevant UK rules, which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of consideration.

The Increased 21CF Offer relates to the securities of an English company admitted to trading on the Main Market of the London Stock Exchange. Accordingly, holders of Sky Shares in the U.S. should be aware that this announcement, the Revised Offer Document and any other documents relating to the Increased 21CF Offer have been or will be prepared in accordance with the City Code and the United Kingdom’s disclosure requirements, format and style, all of which differ from those generally applicable in the US. Sky’s financial statements and all Sky financial information included in this announcement, or that may be included in the Revised Offer Document or any other documents relating to the Increased 21CF Offer, have been or will have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and that may not be comparable to the financial statements or other financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S..

To the extent permissible under the City Code and normal UK market practice and subject to the surviving provisions of the Co-operation Agreement and pursuant to an exception under Rule 14e-5 under the U.S. Exchange Act, 21CF, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Sky Shares outside the U.S., otherwise than pursuant to the Increased 21CF Offer, before or during the period in which such the Increased 21CF Offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed to all investors to the extent required in the UK and the U.S., will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com, each of which will be available to the public in the U.S. If such purchases or arrangements to purchase were to be made, they would be made outside the U.S. and would be made in accordance with applicable law, including the U.S. Exchange Act and the City Code.

US holders of Sky Shares should also be aware that the Increased 21CF Offer may have tax consequences in the United States, including that the receipt of cash pursuant to the Increased 21CF Offer by a US holder of Sky Shares will generally be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable US state and local, as well as foreign and other, tax laws. Each US holder of Sky Shares is urged to consult with independent legal, tax and financial advisors in connection with making a decision regarding the Increased 21CF Offer, including, without limitation, to consider the tax consequences associated with such holder’s acceptance of the Increased 21CF Offer.

It may be difficult for US holders of Sky Shares to enforce their rights, effect service of process within the US upon Sky and/or enforce any claim arising out of US federal laws in connection with the Acquisition, since Sky is located in a non-US jurisdiction, and some or all of its officers and directors reside outside of the US. Therefore, US holders of Sky Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment. There is substantial doubt as to the enforceability in the UK of original actions, or of actions for the enforcement of judgements of US courts, based on civil liability provisions of US federal securities laws.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Increased 21CF Offer, passed upon the merits or fairness of the Increased 21CF Offer or passed upon the adequacy or accuracy of the information contained in this announcement or the Revised Offer Document. Any representation to the contrary is a criminal offence in the United States.

Cautionary Statement Concerning Forward-Looking Statements

This document contains certain “forward-looking statements”, including statements related to the manner in which the parties plan to effect the acquisition, the expected benefits and costs of the acquisition, the expected timing of the completion of the acquisition, the various conditions to which the acquisition is subject, the terms of the acquisition, the manner in which 21CF plans to finance the acquisition, the effect of the acquisition on 21CF’s and its subsidiaries’ future prospects, and the potential future financial impact of the acquisition. These statements are based on management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in economic, business, competitive market and regulatory factors. More detailed information about these and other factors that could affect future results is contained in our filings with the Securities and Exchange Commission. The “forward-looking statements” included in this document are made only as of the date of this document and we do not have any obligation to publicly update any “forward-looking statements” to reflect subsequent events or circumstances, except as required by law.

No profit forecast or estimates

No statement in this announcement is intended as or shall be deemed to be a profit forecast or estimate for any period. No statement in this announcement should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for Sky, 21CF or the Enlarged Group (as applicable) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings or earnings per share for Sky, 21CF or the Enlarged Group (as applicable).