Fox Closes Roku Purchase — Former Roku Holders Own Approximately 26% Of Combined Company
Fox expects about $400 million in annual cost savings within two years while promising to preserve Roku’s open platform.
Fox, which produces and distributes news, sports and entertainment, completed its Roku purchase Friday, leaving former Roku shareholders with approximately 26% of the combined company’s outstanding common shares. Roku shares cease Nasdaq trading Friday as the streaming platform joins Fox.
Cash, Stock And New Borrowing
Former Roku holders are entitled to $95.30 in cash and 0.9799 Fox Class A shares for each Roku share owned immediately before closing. Existing Fox shareholders retain approximately 74% of the outstanding common shares, the company said.
Fox will pay approximately $14.1 billion in cash and issue approximately 144.5 million Class A shares for the purchase, excluding amounts tied to vested or converted Roku equity awards and shares subject to exercised appraisal rights. Holders receive cash rather than fractional Fox shares.
To fund part of the cash payment and other transaction costs, Fox borrowed $8.4 billion through a bridge loan and $2.0 billion through term loans. The bridge debt matures 364 days after closing; Fox can repay some or all of it early. Term-loan commitments were increased from $1.0 billion to $2.0 billion.
Fox also arranged a separate $1.5 billion, five-year revolving credit line for general corporate use, with an option to request an increase to $2.25 billion.
Roku’s Open Platform Joins Fox
Roku brings a worldwide household reach of more than 100 million, with thousands of streaming apps and channels. Fox says the platform will remain open to the wider streaming industry rather than serving only Fox content.
Roku founder Anthony Wood, now a Fox director and co-chair of Fox Digital Platforms, said Fox “wholly shares our commitment to staying open to every content partner.” His appointment expands Fox’s board to eight directors.
Paul Cheesbrough serves alongside Wood as co-chair and CEO of the new division, which houses Roku, Tubi, FOX One, Red Seat Ventures and other digital businesses.
The purchase adds streaming distribution to a business that earns affiliate fees and advertising revenue from news, sports and entertainment. Fox’s operations include FOX News, FOX Business, FS1, the FOX broadcast network and 29 full-power broadcast television stations. Its free, advertising-supported Tubi service has a library of over 350,000 movies and television episodes.
A $400 Million Savings Goal
Fox expects approximately $400 million in annual cost savings within two years of closing. Management also sees potential for additional revenue from the combination of Fox programming and Roku’s distribution platform.
The company describes the acquisition as an expansion of its streaming and connected-TV business. The savings remain a forecast, alongside Fox’s expectation that the purchase will increase free cash flow per share by the second full year after closing.
Sources
- 8-K Filing — Fox Corp (FOXA) — SEC EDGAR
- Exhibit d141597dex991.htm — Fox Corp 8-K exhibit — SEC EDGAR
- Fox Corp completes acquisition of Roku | Fox Business — Fox Business
- Fox Wraps Up Its $22 Billion Roku Deal — engadget.com
- Fox completes $22B acquisition of streaming giant Roku — New York Post
- Fox completes its $22B acquisition of Roku | TechCrunch — TechCrunch
- Fox bought Roku | The Verge — The Verge
