SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2021
(Exact name of registrant as specified in its charter)
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|Delaware|| ||001-35769|| ||46-2950970|
|(State or other jurisdiction|
| ||(IRS Employer|
1211 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A Common Stock, par value $0.01 per share|| ||NWSA|| ||The Nasdaq Global Select Market|
|Class B Common Stock, par value $0.01 per share||NWS||The Nasdaq Global Select Market|
|Class A Preferred Stock Purchase Rights||N/A||The Nasdaq Global Select Market|
|Class B Preferred Stock Purchase Rights||N/A||The Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On April 7, 2021, News Corporation (the “Company”) announced the offering of $750,000,000 aggregate principal amount of senior notes (the “Notes”) in a private placement transaction, subject to market and other conditions (the “Notes Offering”). The Company intends to use the proceeds from the Notes Offering for general corporate purposes, which may include acquisitions and working capital. The Company’s press release announcing the commencement of the Notes Offering is attached as Exhibit 99.1 and is incorporated herein by reference.
The Notes being offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws or blue sky laws, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or available exemptions from such registration requirements. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the Notes.
In February and March 2021, five purported class action complaints were filed in the U.S. District Court for the Southern District of New York against Amazon.com, Inc. and certain publishers, including the Company's subsidiary, HarperCollins Publishers, L.L.C. ("HarperCollins"), alleging violations of antitrust and competition laws. The complaints seek treble damages, injunctive relief and attorneys’ fees and costs. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, HarperCollins believes it has been compliant with applicable laws and intends to defend itself vigorously.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ||NEWS CORPORATION|
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| ||By:|| ||/s/ Michael L. Bunder|
| || || ||Michael L. Bunder|
| || || ||Senior Vice President, Deputy General Counsel and Corporate Secretary|
Dated: April 7, 2021