Fox Corporation (Nasdaq: FOXA; FOX) filed a Form 8-K with the Securities and Exchange Commission on June 30, 2026 disclosing, under Item 1.01 and Item 2.03, a term loan credit agreement tied to its pending acquisition of Roku, Inc. (Nasdaq: ROKU). The filing states that, as previously disclosed, Fox announced the Roku acquisition on June 15, 2026 pursuant to an Agreement and Plan of Merger dated as of June 14, 2026, by and among Fox Corporation, Falcon Merger Sub 1, Inc., Falcon Merger Sub 2, LLC and Roku, Inc. — a two-subsidiary structure the filing labels the “Acquisition.” The new disclosure is the financing: on June 30, 2026 Fox entered into a term loan credit agreement with Morgan Stanley Senior Funding, Inc. as administrative agent.

The capital read starts with structure, and the structure here is a committed but conditional bridge to cash. Under the term loan credit agreement, the lenders committed to provide, contingent upon the consummation of the Acquisition and certain other customary conditions to funding, a senior unsecured term loan facility in an aggregate principal amount of $1.0 billion. The filing states the borrowings are earmarked for a specific use.

"Borrowings under the Term Loan Facility will be used to pay a portion of the cash consideration and other amounts payable in connection with the Acquisition."— Fox Corporation, Form 8-K, source

The word “portion” is the filing’s own, and it is load-bearing: the $1.0 billion facility is described as covering part of the cash consideration and other amounts, not the whole. The 8-K does not disclose the total cash consideration for Roku, the aggregate deal value, or the per-share price; those figures are not contained in this document. What the document does fix is the size, seniority, and purpose of one financing component — a $1.0 billion senior unsecured term loan — and the conditions attached to it. The facility is unsecured and its availability is contingent on the merger closing and on customary funding conditions being met.

What the term loan credit agreement sets out

On maturity, the filing states that the term loan facility matures on the date that is two years after the date the Acquisition is consummated and the facility is funded — a maturity clock that starts at closing rather than at signing. The agreement also carries an accordion: subject to certain conditions, it provides Fox the ability to incur up to $1.0 billion of additional term loans. Fox may terminate, in whole or in part, the commitments at any time prior to funding, and may prepay any amounts under the facility, in whole or in part, at any time. In other words, the commitment is optional to draw and voluntarily unwindable before it funds.

Pricing is ratings-linked. The loans will bear interest, at Fox’s option, at either a Base Rate or a Term SOFR rate, in each case plus an applicable margin. The Base Rate is defined as the highest of the prime rate, the Federal Funds Rate plus 0.50%, and one-month Term SOFR plus 1.00%, plus the applicable margin for Base Rate loans. The applicable margins for both Base Rate and Term SOFR loans are based on Fox’s long-term senior unsecured non-credit-enhanced debt ratings. The filing also requires Fox to pay a commitment fee on the unused commitments, likewise set by reference to those debt ratings; the filing states the commitment fee accrues during the period commencing on October 12, 2026 and ending when the commitments terminate, including as a result of funding.

Covenants and the lender syndicate

The agreement contains customary affirmative and negative covenants, each with customary exceptions, and one stated financial-maintenance test: the filing requires Fox to maintain an operating income leverage ratio of 4.5 to 1.0, subject to increase for four quarters in certain situations in connection with material acquisitions. That 4.5-to-1.0 figure, and the temporary step-up mechanic tied to material acquisitions, are the filing’s own terms; the 8-K does not disclose Fox’s current ratio under that test.

The syndicate is named. Beyond Morgan Stanley Senior Funding, Inc. as administrative agent and a lender, the filing lists Citigroup Global Markets Inc., Deutsche Bank AG New York Branch, Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A., and/or their respective affiliates, as Joint Lead Arrangers, Joint Bookrunners and Lenders. The filing adds the standard relationship disclosure that one or more of the lenders or their affiliates have or may have various banking and advisory relationships with Fox for customary fees. The description of the term loan credit agreement in the 8-K is expressly qualified in its entirety by reference to the full agreement, filed as Exhibit 10.1 and dated as of June 30, 2026. The same Item 1.01 description is incorporated by reference into Item 2.03 as the creation of a direct financial obligation.

What the filing records — and what it does not

On the record of this 8-K alone, what exists is a $1.0 billion senior unsecured term loan facility, committed by a five-bank syndicate led by Morgan Stanley, available only if the Roku acquisition closes, maturing two years after that closing, priced off a ratings-based margin over Base Rate or Term SOFR, governed by customary covenants plus a 4.5-to-1.0 operating income leverage test, with an up-to-$1.0 billion accordion and a commitment fee running from October 12, 2026. The merger itself proceeds under the June 14, 2026 Agreement and Plan of Merger through Falcon Merger Sub 1, Inc. and Falcon Merger Sub 2, LLC. The 8-K also indicates the filing is intended to satisfy the written-communications requirements of Rule 425 under the Securities Act.

The document does not state the total consideration Fox will pay for Roku, the exchange or cash-per-share terms of the merger, the expected closing date, or the balance of the acquisition’s funding beyond this facility — the term loan is expressly a “portion” of the cash consideration and other amounts. Those items, and the conditions to closing, would be disclosed, if at all, in the merger agreement and subsequent filings. The report was signed by Adam G. Ciongoli, Fox Corporation’s Chief Legal and Policy Officer, on June 30, 2026.