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Fox Corporation 8-K Filing: Rights Agreement Amendment Insights

$FOX
Form 8-K
Filed on: 2019-06-13
Source
Fox Corporation 8-K Filing: Rights Agreement Amendment Insights

Here are the key insights extracted from the provided 8-K filing of Fox Corporation:

  1. Filing Summary:
  • Filing Type: Current Report on Form 8-K
  • Date of Report: June 13, 2019
  • Company: Fox Corporation
  • Company's Principal Office: 1211 Avenue of the Americas, New York, NY 10036
  • Trading Symbols:
    • Class A Common Stock: FOXA
    • Class B Common Stock: FOX
  • Exchange: Both classes are listed on The Nasdaq Global Select Market.
  1. Material Definitive Agreement:
  • On June 13, 2019, Fox Corporation entered into the First Amendment to Rights Agreement with Computershare Trust Company, N.A. as the rights agent.
  • Amendment Details:
    • The amendment modifies the definition of "Acquiring Person" to allow a Grandfathered Stockholder to acquire up to an additional 1.0% of Class A Common Stock without being classified as an Acquiring Person.
    • Associated changes were also made in connection with this amendment.
  1. Material Modification to Rights of Security Holders:
  • The details of the material modification to rights are incorporated by reference from the entry into the material definitive agreement described above.
  1. Exhibits:
  • The filing includes Exhibit 4.2, which contains the full text of the Amendment to Rights Agreement.
  1. Signatory Information:
  • The report is signed on behalf of Fox Corporation by Viet D. Dinh, Chief Legal and Policy Officer, on June 13, 2019.

Overall Insights:

  • The filing indicates that Fox Corporation is adjusting its rights agreement to accommodate certain shareholders (Grandfathered Stockholders) and potentially make it easier for them to increase their stake without triggering restrictions associated with becoming an "Acquiring Person."
  • This could suggest a strategic move by Fox Corporation to maintain investor relationships or support stability in its shareholder base, particularly for existing significant shareholders.