FOX · 10-K · 2026A · Full report
Roku Acquisition
Fox Corp (FOX, FOXA) · 2026-08-06 · Importance 71 · Surprise 60 · In source text
On June 14, 2026, FOX agreed to acquire Roku for $96.00 in cash plus 0.9693 FOX Class A shares for each Roku Class A or Class B share. Roku will become a wholly owned FOX subsidiary after required stockholder, antitrust and investment-screening approvals. FOX faces termination fees of approximately $866 million in specified circumstances, approximately $1.2 billion if certain regulatory approvals fail, and up to $70 million of Roku expenses if FOX stockholder approval is not obtained. FOX arranged $12.0 billion of bridge commitments, including $11.0 billion available at June 30, 2026, plus a $1.0 billion senior unsecured term loan facility to fund the cash consideration.
Key facts
- On June 14, 2026, FOX entered into a definitive agreement to acquire Roku where FOX will pay $96.00 in cash and 0.9693 shares of FOX Class A Common Stock for each share of Roku Class A and Class B common stock. source
- The exchange ratio in the Roku Merger is fixed and will not be adjusted, and following completion Roku will be a wholly-owned subsidiary of FOX. source
- The Merger Agreement contains termination rights and provides for reciprocal termination fees of approximately $866 million in certain circumstances and FOX must pay approximately $1.2 billion to Roku if terminated under certain regulatory-related circumstances. source
- The Company stated the Roku Transaction may be delayed or not completed at all. source
- The Company identified the impact of the Roku Transaction as potentially affected by closing conditions, regulatory approvals, termination of the Merger Agreement, restrictions on the Company’s ability to pursue alternative transactions, potential litigation, business disruptions while the transaction is pending, impacts on the Common Stock, increased indebtedness, and the Company’s ability to integrate operations and realize anticipated benefits post-closing. source
- FOX agreed to reimburse Roku for up to $70 million for reasonable third-party costs and expenses incurred by Roku if FOX is unable to obtain required approval of its Class B stockholders for issuance of FOX Class A stock. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | contingent | -0.8% | The Merger Agreement contains termination rights and provides for reciprocal termination fees of approximately $866 million in certain… |
| assets | positive | contingent | +0.6% | The Merger Agreement contains termination rights and provides for reciprocal termination fees of approximately $866 million in certain… |
| liability | negative | committed | -0.1% | FOX agreed to reimburse Roku for up to $70 million for reasonable third-party costs and expenses incurred by Roku if FOX is unable to… |
| cash | negative | committed | — | On June 14, 2026, FOX entered into a definitive agreement to acquire Roku where FOX will pay $96.00 in cash and 0.9693 shares of FOX Class… |
| assets | positive | committed | — | On June 14, 2026, FOX entered into a definitive agreement to acquire Roku where FOX will pay $96.00 in cash and 0.9693 shares of FOX Class… |
| assets | negative | contingent | — | The Company stated the Roku Transaction may be delayed or not completed at all. |
| liability | negative | contingent | — | The Company identified the impact of the Roku Transaction as potentially affected by closing conditions, regulatory approvals, termination… |
| liability | negative | contingent | — | The Company identified the impact of the Roku Transaction as potentially affected by closing conditions, regulatory approvals, termination… |
| operating_income | negative | contingent | — | The Company identified the impact of the Roku Transaction as potentially affected by closing conditions, regulatory approvals, termination… |