Thursday, February 07, 2019

Equity Corporate Actions Alert #2019 - 26
(UPDATED) Twenty-First Century Fox, Inc. (Nasdaq: FOXA, FOX): Upcoming distribution and combination with The Walt Disney Company (NYSE: DIS)

Category:

  • Industry Announcement

Markets Impacted:

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On June 20, 2018, Twenty-First Century Fox, Inc. ( “21CF”) entered into an Amended and Restated Merger Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”) with The Walt Disney Company (DIS) (“Disney”) and TWDC Holdco 613 Corp., a newly formed holding company and wholly-owned subsidiary of Disney (“New Disney”), pursuant to which, among other things, 21CF will merge with and into a subsidiary of New Disney (the “21CF Merger”), Disney will merge with and into a subsidiary of New Disney (the “Disney Merger,” and together with the 21CF Merger, the “Mergers”), and each of Disney and 21CF will become wholly-owned subsidiaries of New Disney, which will be renamed The Walt Disney Company after the Mergers.

Prior to the consummation of the Mergers, 21CF will transfer a portfolio of 21CF’s news, sports and broadcast businesses into a newly formed subsidiary, Fox Corporation (“FOX”) (the “FOX Separation”) and distribute all of the issued and outstanding common stock of FOX to the holders of the outstanding shares of 21CF’s Class A Common Stock and Class B Common Stock (other than holders that are subsidiaries of 21CF) on a pro rata basis (the “Distribution”). 21CF will retain all assets and liabilities not transferred to FOX.

In the Distribution, .263183 of each share of 21CF’s common stock held at the time of the Distribution will be exchanged for 1/3 of one share of FOX common stock of the same class, and holders will receive cash in lieu of any fractional share of FOX common stock they otherwise would have been entitled to receive in connection with the Distribution. Following the completion of the Distribution, holders will continue to own .736817 of each such share of 21CF’s common stock, which will remain issued and outstanding until the 21CF Merger. The specific portion of each share of 21CF’s common stock to be exchanged will be determined based on the Distribution Adjustment Multiple (as defined in the Amended and Restated Merger Agreement), which is derived from the relative trading values of shares of 21CF and shares of FOX common stock in the “when-issued” trading market prior to the Distribution.

On the day the Distribution is completed, shares of 21CF will continue to trade on Nasdaq. However, the total number of shares of 21CF common stock held by each stockholder, and the total number of shares of 21CF common stock outstanding, will be reduced in the exchange described above. Accordingly, as a result of the exchange of a portion of each share of 21CF common stock for FOX common stock, there will be fewer shares of 21CF common stock outstanding than there were prior to the Distribution. 21CF’s symbols and CUSIP numbers will also change on the date of the Distribution.

FOX is expected to list on Nasdaq on a when-issued basis prior to the effectiveness of the Distribution. FOX will commence regular way trading on the day of Distribution and will assume the symbols currently used by 21CF (FOXA, FOX) at that time. The details for the when-issued markets and symbol changes are as follows:

Company Name Fox Corporation
Issue: Class A Common Stock When-Issued
CUSIP#: 35137L105
Symbol: FOXAV
First Trade Date: March 13, 2019
Regular Way Trading Begins: March 19, 2019; symbol change to FOXA on this date.
Settlement Date: March 21, 2019

Company Name: Fox Corporation
Issue: Class B Common Stock When-Issued
CUSIP#: 35137L204
Symbol: FOXBV
First Trade Date: March 13, 2019
Regular Way Trading Begins: March 19, 2019; symbol change to FOX on this date.
Settlement Date: March 21, 2019

On the day of the effectiveness of the Distribution, 21CF will continue to trade on Nasdaq under new symbols and with an adjusted number of shares outstanding as a result of the aforementioned exchange of shares. The details of the changes are outlined below:


Company Name: Twenty-First Century Fox, Inc.
Issue: Class A Common Stock
Current Symbol: FOXA
New Symbol: TFCFA
Current CUSIP#: 90130A101
New CUSIP#: 90130A309
Effective Date of Change: March 19, 2019
Current TSO: 1,058,408,500
Adjusted TSO: 779,853,375

Company Name: Twenty-First Century Fox, Inc.
Issue: Class B Common Stock
Current Symbol: FOX
New Symbol: TFCF
Current CUSIP#: 90130A200
New CUSIP#: 90130A408
Effective Date of Change: March 19, 2019
Current TSO: 798,520,953
Adjusted TSO: 588,363,813

The merger with The Walt Disney Co (DIS) will become effective at 12:02 AM on Wednesday, March 20, 2019 and each share of 21CF will be suspended from Nasdaq. The details are as follows:

Company Name: Twenty-First Century Fox, Inc.
Issue: Class A Common Stock
CUSIP#: 90130A309
Symbol: TFCFA
Marketplace Effective Date for Suspension: March 21, 2019
Merger Consideration: Subject to election; non-electing holders will receive .4517 of a share of The Walt Disney Co (DIS) per share held.

Company Name: Twenty-First Century Fox, Inc.
Issue: Class B Common Stock
CUSIP#: 90130A408
Symbol: TFCF
Marketplace Effective Date for Suspension: March 21, 2019
Merger Consideration: Subject to election; non-electing holders will receive .4517 of a share of The Walt Disney Co (DIS) per share held.

If you would like to register as a market maker in FOX, FOXA, FOXAV, FOXBV, TFCF, or TFCFA contact Nasdaq Trading Operations at +1 212 231 5100.


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