FOX · 10-Q · 2026Q3 · Full report
Roku Acquisition
Fox Corp (FOX, FOXA) · 2026-11-02 · Importance 76 · Surprise 60 · In source text
FOX agreed to acquire Roku for $96.00 in cash and 0.9693 shares of FOX Class A Common Stock per outstanding Roku share, subject to specified adjustments. FOX and Roku received the required stockholder approvals in October 2026, but the transaction remained subject to Hart-Scott-Rodino antitrust clearance. FOX expects to fund the cash consideration with debt and cash on hand; lenders committed $12.0 billion for a bridge facility, of which $11.0 billion was available as of September 30, 2026, alongside a $1.0 billion term loan commitment. Under specified termination circumstances, the agreement provides for fees of approximately $866 million between the parties and a possible $1.2 billion termination fee payable by FOX to Roku.
Key facts
- The Merger Agreement provides for a termination fee of approximately $866 million payable by either party in certain termination circumstances and a Fox termination fee of approximately $1.2 billion in certain circumstances involving regulatory approvals or antitrust or investment-screening restraints. source
- In June 2026, Fox entered into financing commitments for $12.0 billion, of which $11.0 billion was available as of September 30, 2026, for senior unsecured bridge loans, plus a committed $1.0 billion senior unsecured term loan facility. source
- On June 14, 2026, Fox agreed to acquire Roku for $96.00 cash and 0.9693 shares of FOX Class A Common Stock per Roku share; Roku would become a wholly owned Fox subsidiary at closing. source
- Fox and Roku received the requisite stockholder approvals in October 2026; the Roku Transaction remains subject to Hart-Scott-Rodino antitrust clearance. source
- Fox expects to fund the cash portion of the Roku merger consideration with debt and cash on hand. source
- Fox's Term Loan Facility to fund the Roku merger cash consideration matures two years after the Roku Transaction closes and the facility is funded. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | contingent | -0.4% | The Merger Agreement provides for a termination fee of approximately $866 million payable by either party in certain termination… |
| cash | mixed | contingent | 0.0% | The Merger Agreement provides for a termination fee of approximately $866 million payable by either party in certain termination… |
| cash | negative | probable | — | On June 14, 2026, Fox agreed to acquire Roku for $96.00 cash and 0.9693 shares of FOX Class A Common Stock per Roku share; Roku would… |
| assets | positive | probable | — | On June 14, 2026, Fox agreed to acquire Roku for $96.00 cash and 0.9693 shares of FOX Class A Common Stock per Roku share; Roku would… |