8-K 1 d739957d8k.htm FORM 8-K Form 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): May 10, 2019

 

 

 

LOGO

NEWS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35769   46-2950970

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant’s telephone number, including area code)

 

 

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, par value $0.01 per share   NWSA   The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share   NWS   The Nasdaq Global Select Market
Class A Preferred Stock Purchase Rights   N/A   The Nasdaq Global Select Market
Class B Preferred Stock Purchase Rights   N/A   The Nasdaq Global Select Market

 

 

 


Item 7.01

Regulation FD Disclosure.

News Corporation (the “Company”) and its subsidiary, NXE Australia Pty Limited (“new Foxtel”), recently engaged in discussions with certain potential lenders regarding a refinancing of new Foxtel’s existing debt. In connection with such discussions, the Company provided certain information to these potential lenders relating to new Foxtel, which was confidential until the date of this filing. Such information is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The Company and new Foxtel may from time to time engage in further discussions and may refinance, repay, redeem, amend and/or replace, in whole or in part, new Foxtel’s indebtedness.

The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

99.1    Information relating to new Foxtel.


SIGNATURES

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.

 

NEWS CORPORATION

(REGISTRANT)

By:  

/s/ Michael L. Bunder

  Michael L. Bunder
 

Senior Vice President, Deputy General

Counsel and Corporate Secretary

Dated: May 10, 2019