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# Fox Discloses $30 Million Morgan Stanley Advisory Fee, Up To $50 Million More In Financing Fees
- URL: https://www.bullished.co/fox-discloses-30-million-morgan-stanley-advisory-fee-up-to-50-million-more-in-financing-72f21844/
- Published: 2026-10-06T20:41:01.000Z
- Updated: 2026-10-06T20:41:01.000Z
- Description: Fox says it added the banker disclosures only to avoid delay, while denying the Delaware suit's claims, a week before the October 14 vote.
- Author: Matteo Parrino
- Tags: Deals, FOXA, Industry: Communication Services

Fox agreed to pay Morgan Stanley an aggregate [$30 million advisory fee](https://www.sec.gov/Archives/edgar/data/0001754301/000119312526415580/d46542d425.htm?ref=bullished.co) on the Roku merger, according to an 8-K filed Tuesday that supplements the deal's proxy. The company says it added the section to avoid delay and litigation cost, not because a Delaware stockholder suit is right.

## What the filing adds

The 8-K inserts a new section on Fox's financial advisor, Morgan Stanley, into the joint proxy statement/prospectus. Of the $30 million fee, $5 million became payable when the merger agreement was signed, and $25 million is contingent on the mergers closing. Fox also agreed to reimburse Morgan Stanley's reasonable expenses and to indemnify it against certain liabilities.

Financing is a separate line. Fox estimates Morgan Stanley and its affiliates will receive between $43 million and $50 million, plus expenses, for the bridge facility, the term loan facility and other debt used to fund the deal.

The filing also lists past ties:

- In the two years before September 4, Morgan Stanley and its affiliates received less than $6 million from Fox for advisory and financing work, including the $5 million signing payment.
- Over the same period they received less than $1 million from Roku for financing services and no advisory fees from Roku.
- Morgan Stanley or an affiliate is a lender to Fox, and to Roku under its revolving credit facility.

As of September 4, Morgan Stanley held between 1.5% and 2.5% of Fox Class A shares, less than 1% of Class B shares and between 1% and 2% of Roku common stock. The filing says those stakes sit in its investment management, wealth management or ordinary trading activity, including hedging.

## The lawsuit behind it

A putative class action, Andrew Thompson v. Fox Corporation, was filed August 28 in Delaware's Court of Chancery. It accuses Fox's directors of breaching fiduciary duty through alleged omissions in the registration statement.

The suit seeks to block the Fox special meeting and the mergers until the omissions are fixed. It also seeks rescission or rescissory damages if the deal closes, plus attorneys' fees.

Fox denies the proxy is deficient and says no supplemental disclosure was or is legally required. The filing says nothing in it should be read as an admission that the disclosures were necessary or material. Fox also said it does not intend to announce further similar complaints or amended ones unless the law requires.

## What to watch

Fox and Roku holders vote at special meetings on October 14\. It is the first test of whether the added disclosures settle the Delaware challenge. Fox has said it expects the deal to close in the first half of calendar 2027.

At Tuesday's close, FOXA shares were $62.08, down 1.97%, for a market value of $26.7 billion.

### Sources

- [425 — Fox Corp re: Fox Corp (FOXA)](https://www.sec.gov/Archives/edgar/data/0001754301/000119312526415580/d46542d425.htm?ref=bullished.co) — SEC EDGAR
- [Transcript: Fox Q4 2026 Earnings Conference Call](https://www.benzinga.com/news/26/10/62182402/transcript-fox-q4-2026-earnings-conference-call?ref=bullished.co) — benzinga.com