NEW YORK and LOS ANGELES, March 20,
2019 /PRNewswire/ -- Fox Corporation (NASDAQ: FOXA,
FOX) (the "Company") announced today that yesterday, pursuant to
the combination merger agreement among Twenty-First Century Fox,
Inc. ("21CF"), The Walt Disney Company ("Disney" – NYSE: DIS) and
certain of their subsidiaries, the Company paid to 21CF a dividend
in the amount of $8.5 billion. The
final determination of the taxes in respect of the separation and
distribution for which the Company is responsible pursuant to the
combination merger agreement and a prepayment of the estimated
taxes in respect of divestitures – referred to collectively as the
transaction tax – was $6.5 billion.
The Company today received a cash payment in the amount of
$2.0 billion from Disney, which has
the net effect of reducing the $8.5
billion cash dividend the Company paid to 21CF.
The transaction tax included a prepayment of the Company's share
of the estimated tax liabilities resulting from the anticipated
divestitures by Disney of certain assets, principally the FOX
Sports Regional Sports Networks. This prepayment was in the amount
of approximately $700 million and is
subject to adjustment in the future, when the actual amounts of the
tax liabilities are reported on the federal income tax returns of
21CF or Disney.
As a result of the separation and the distribution, the Company
obtained a tax basis in its assets equal to their respective fair
market values. This will result in estimated annual tax deductions
of approximately $1.5 billion,
principally over the next 15 years related to the amortization of
the additional tax basis. This amortization is estimated to reduce
the Company's annual cash tax liability by $360 million per year at the current combined
federal and state applicable tax rate of 24%. Such estimates are
subject to revisions, which could be material, based upon, among
other things, final appraisals.
Investor Conference
The Company will hold an investor conference on May 9, 2019, with additional details to
follow.
About Fox Corporation
Fox Corporation produces and distributes compelling news, sports
and entertainment content through its iconic domestic brands
including: FOX News, FOX Sports, the FOX Network, and the FOX
Television Stations. These brands hold cultural significance with
consumers and commercial importance for distributors and
advertisers. The breadth and depth of our footprint allows us to
deliver content that engages and informs audiences, develops deeper
consumer relationships and creates more compelling product
offerings. FOX maintains an impressive track record of news,
sports, and entertainment industry success that will shape our
strategy to capitalize on current strengths and invest in new
initiatives. For more information about Fox Corporation, please
visit www.FoxCorporation.com.
Caution Concerning Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to (i) potential future
adjustments to the Company's share of estimated tax liabilities and
(ii) estimates of the Company's annual tax deductions and
reductions in the Company's annual cash tax liability and potential
revisions to such estimates. Words such as "may," "will," "should,"
"likely," "anticipates," "expects," "intends," "plans," "projects,"
"believes," "estimates," "outlook" and similar expressions are used
to identify these forward-looking statements. These statements
involve a number of risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied. These include, without limitation, the risk
that such estimated amounts may be adjusted or revised, which may
negatively impact the Company's business, financial condition and
results of operations, risks relating to the separation of the
Company from 21CF and the distribution and the other risks and
uncertainties discussed in the documents the Company has filed with
or furnished to the Securities and Exchange Commission (the "SEC"),
including the Company's Registration Statement on Form 10 declared
effective by the SEC on February 5,
2019 and the Company's Quarterly Report on Form 10-Q for the
period ended December 31, 2018.
Statements in this news release speak only as of the date they
were made, and the Company undertakes no duty to update or release
any revisions to any forward-looking statement made in this news
release or to report any events or circumstances after the date of
this news release or to reflect the occurrence of unanticipated
events or to conform such statements to actual results or changes
in the Company's expectations, except as required by law.
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SOURCE Fox Corporation