Obbligazione TFC America Inc 4.5% ( US652482CB42 ) in USD

TFC America Inc

100 USD ⇌

Stati Uniti

US652482CB42 ( in USD )

4.5% per anno ( pagato 2 volte l'anno)

14/02/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione TFCF America Inc US652482CB42 in USD 4.5%, scaduta

1 000 USD

1 000 000 000 USD

652482CB4

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

TFCF America Inc. è una società di investimento focalizzata su progetti di infrastrutture e sviluppo immobiliare negli Stati Uniti.

The Obbligazione issued by TFC America Inc ( United States ) , in USD, with the ISIN code US652482CB42, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/02/2021

The Obbligazione issued by TFC America Inc ( United States ) , in USD, with the ISIN code US652482CB42, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by TFC America Inc ( United States ) , in USD, with the ISIN code US652482CB42, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
424B3 1 d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-173935

PROSPECTUS

EXCHANGE OFFER OF
US$1,000,000,000 OF OUR 4.50% SENIOR NOTES DUE 2021
AND
US$1,500,000,000 OF OUR 6.15% SENIOR NOTES DUE 2041

Unconditionally Guaranteed by
News Corporation

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, AUGUST 9, 2011 UNLESS EXTENDED.
Terms of the exchange offer:

· The exchange notes are being registered with the Securities and Exchange Commission and are being offered in exchange
for the original notes that were previously issued in an offering exempt from the Securities and Exchange Commission's

registration requirements. The terms of the exchange offer are summarized below and are more fully described in this
prospectus.

· We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange

offer.

· You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

· We believe that the exchange of original notes will not be a taxable event for U.S. federal income tax purposes, but you

should see "The Exchange Offer--Tax Consequences of the Exchange Offer" and "Description of the Notes--Tax
Consequences of the Exchange Offer" on pages 17 and 33, respectively, of this prospectus for more information.

· We will not receive any proceeds from the exchange offer.

· The terms of the exchange notes are substantially identical to the original notes, except that the exchange notes are

registered under the Securities Act of 1933, as amended, and the transfer restrictions and registration rights applicable to
the original notes do not apply to the exchange notes.

· News Corporation will guarantee the exchange notes. If we do not make payments on the exchange notes, News

Corporation must make them instead.

· We do not intend to list the exchange notes on any securities exchange or to have them approved for any automated

quotation system.

Investments in these securities involve risks. See Risk Factors on page 7.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has
approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is July 12, 2011.
This prospectus, the letter of transmittal and the notice of guaranteed delivery are first being mailed to all holders of the original notes
1 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
on July 12, 2011.
2 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NEWS
AMERICA INCORPORATED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL CREATE UNDER ANY CIRCUMSTANCES AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF NEWS CORPORATION AND ITS SUBSIDIARIES SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE
INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE OF THIS PROSPECTUS UNLESS
THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.
TABLE OF CONTENTS

Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

ii

PROSPECTUS SUMMARY

1

RATIO OF EARNINGS TO FIXED CHARGES OF NEWS CORPORATION

6

RISK FACTORS

7

THE EXCHANGE OFFER

8

USE OF PROCEEDS

18
DESCRIPTION OF CERTAIN INDEBTEDNESS

18
SELECTED HISTORICAL FINANCIAL INFORMATION OF NEWS CORPORATION

19
DESCRIPTION OF THE NOTES

21
BOOK-ENTRY; DELIVERY AND FORM

38
PLAN OF DISTRIBUTION

40
WHERE YOU CAN FIND MORE INFORMATION

41
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

41
LEGAL MATTERS

42
EXPERTS

42
We will provide to you upon written or oral request, without charge, a copy of any and all of the information incorporated
by reference in this prospectus; however, a reasonable fee per page will be charged for any paper copies of any exhibits to
such information. Requests for copies of such information relating to News Corporation should be directed to: News America
Incorporated, 1211 Avenue of the Americas, New York, NY 10036, Attention: Investor Relations (telephone number
(212) 852-7059).
In order to obtain timely delivery, you must request information no later than August 2, 2011, which is five business days
before the scheduled expiration of the exchange offer.

i
3 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute "forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this prospectus that
address activities, events or developments that we expect or anticipate will or may occur in the future, or that include the words
"may," "will," "would," "could," "should," "believes," "estimates," "projects," "plans," "intends," "anticipates," "continues,"
"forecasts," "designed," "goal," or the negative of those words or other comparable words are intended to identify forward-looking
statements.
These statements appear in a number of places in this prospectus and documents incorporated by reference in this prospectus
and are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current
conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These
forward-looking statements are subject to risks, uncertainties and assumptions about News Corporation and its subsidiaries and
businesses, including the risks and uncertainties discussed in this prospectus under the caption "Risk Factors" and elsewhere, and are
not guarantees of performance. Other important factors that could affect the future results of News Corporation and cause those results
or other outcomes to differ materially from those expressed in the forward-looking statements include:

·
worldwide economic and business conditions;

·
rapidly changing technology challenging News Corporation's businesses' ability to adapt successfully;

·
exposure to fluctuations in currency exchange rates;

·
significant changes in News Corporation's assumptions about customer acceptance, overall market penetration and

competition from providers of alternative products and services;

·
unexpected challenges created by legislative and regulatory developments;

·
changes in News Corporation's business strategy and development plans; and

·
other risks described from time to time in periodic reports that News Corporation files with the Securities and Exchange

Commission (the "Commission").
Because the above factors could cause actual results or outcomes to differ materially from those expressed in any forward-
looking statement made by News Corporation, you should not place undue reliance on any forward-looking statement. Further, any
forward-looking statement speaks only as of the date on which it is made, and it should not be assumed that the statements made
herein remain accurate as of any future date. News Corporation undertakes no obligation to publicly update or revise any forward-
looking statement or update or revise the reasons that actual results or outcomes could materially differ from those anticipated in each
forward-looking statement, except as required by law. Readers should carefully review the other documents filed by News
Corporation with the Commission.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL NEWS AMERICA INCORPORATED ACCEPT
SURRENDERS OF ORIGINAL NOTES FOR EXCHANGE FROM, HOLDERS IN ANY JURISDICTION IN WHICH THE
EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES
OR BLUE SKY LAWS OF SUCH JURISDICTION.

ii
4 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated
by reference in this prospectus. Because this is a summary, it may not contain all the information that may be important to
you. You should read the entire prospectus, as well as the information incorporated by reference, before making an investment
decision. When used in this prospectus, the terms "News America," "the Company," "we," "our" and "us" refer to News
America Incorporated and its consolidated subsidiaries, and "News Corporation" refers to News Corporation and its
consolidated subsidiaries, unless otherwise specified.
NEWS AMERICA AND NEWS CORPORATION
News America
News America, an indirect 100% owned subsidiary of News Corporation, is an operating company and holding company,
which, together with its subsidiaries, operates in a number of industry segments.
News Corporation
News Corporation is a diversified global media company, which manages and reports its businesses in the following six
segments:

·
Cable Network Programming, which principally consists of the production and licensing of programming distributed

through cable television systems and direct broadcast satellite operators primarily in the United States, Latin America,
Europe and Asia.

·
Filmed Entertainment, which principally consists of the production and acquisition of live-action and animated

motion pictures for distribution and licensing in all formats in all entertainment media worldwide, and the production
and licensing of television programming worldwide.

·
Television, which principally consists of the broadcasting of network programming in the United States and the
operation of 27 full power broadcast television stations, including nine duopolies, in the United States (of these

stations, 17 are affiliated with the FOX network and ten are affiliated with the MyNetworkTV programming
distribution service).

·
Direct Broadcast Satellite Television, which consists of the distribution of basic and premium programming services

via satellite and broadband directly to subscribers in Italy.

·
Publishing, which principally consists of News Corporation's newspapers and information services, book publishing
and integrated marketing services businesses. The newspapers and information services business principally consists
of the publication of four national newspapers in the United Kingdom, the publication of approximately 146
newspapers in Australia, the publication of a metropolitan newspaper and a national newspaper (with international

editions) in the United States and the provision of information services. The book publishing business consists of the
publication of English language books throughout the world and the integrated marketing services business consists of
the publication of free-standing inserts and the provision of in-store marketing products and services in the United
States and Canada.

·
Other, which principally consists of News Corporation's digital media properties, Wireless Generation, News

Corporation's education technology business, and News Outdoor, an advertising business which offers display
advertising in outdoor locations primarily throughout Russia and Eastern Europe.
News America's and News Corporation's principal executive offices are located at 1211 Avenue of the Americas, New
York, New York 10036. The telephone number at that address is (212) 852-7000.

1
5 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
The Exchange Offer
On February 16, 2011, we completed the offering of $1,000,000,000 aggregate principal amount of 4.50% Senior Notes due
2021 and $1,500,000,000 aggregate principal amount of 6.15% Senior Notes due 2041. The offering was made in reliance upon
an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). As part of the
offering, we entered into a registration rights agreement with the initial purchasers of the original notes in which we agreed,
among other things, to deliver this prospectus and to complete an exchange offer for the original notes. Below is a summary of the
exchange offer.

Securities offered
Up to $1,000,000,000 aggregate principal amount of exchange 4.50% Senior
Notes due 2021 and up to $1,500,000,000 aggregate principal amount of
exchange 6.15% Senior Notes due 2041 which have been registered under the
Securities Act. The form and terms of these exchange notes are identical in all
material respects to those of the original notes. The exchange notes, however,
will not contain transfer restrictions and registration rights applicable to the
original notes.

The exchange offer
We are offering to exchange $1,000 principal amount of our exchange 4.50%
Senior Notes due 2021 and $1,000 principal amount of our exchange 6.15%
Senior Notes due 2041 which have been registered under the Securities Act, for
each $1,000 principal amount of our outstanding original 4.50% Senior Notes
due 2021 and original 6.15% Senior Notes due 2041.

In order to be exchanged, an original note must be properly tendered and
accepted. All original notes that are validly tendered and not withdrawn will be
exchanged. As of the date of this prospectus, there are $1,000,000,000 principal

amount of 4.50% original notes and $1,500,000,000 principal amount of 6.15%
original notes outstanding. We will issue exchange notes promptly after the
expiration of the exchange offer.

Resales
We are registering the exchange offer in reliance on the position enunciated by
the Commission in Exxon Capital Holdings Corp., SEC No-Action Letter
(April 13, 1988), Morgan Stanley & Co, Inc., SEC No-Action Letter (June 5,
1991), and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Based
on interpretations by the Staff of the Commission, as detailed in a series of
no-action letters issued to third parties, we believe that the exchange notes
issued in the exchange offer may be offered for resale, resold or otherwise
transferred by you without compliance with the registration and prospectus
delivery requirements of the Securities Act as long as:

·

you are acquiring the exchange notes in the ordinary course of your

business;

·

you are not participating, do not intend to participate and have no

arrangement or understanding with any person to participate, in a
distribution of the exchange notes; and

·

you are not our affiliate.

2
6 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
Rule 405 under the Securities Act defines "affiliate" as a person that, directly or
indirectly, controls or is controlled by, or is under common control with, a
specified person. In the absence of an exemption, you must comply with the

registration and prospectus delivery requirements of the Securities Act in
connection with the resale of the exchange notes. If you fail to comply with these
requirements, you may incur liabilities under the Securities Act and we will not
indemnify you for such liabilities.

Each broker or dealer that receives exchange notes for its own account in
exchange for original notes that were acquired as a result of market-making or
other trading activities must acknowledge that it will comply with the
registration and prospectus delivery requirements of the Securities Act in

connection with any offer to resell, resale, or other transfer of the exchange
notes issued in the exchange offer and that it has not entered into any
arrangement or understanding with the Company or News Corporation or an
affiliate of the Company or News Corporation to distribute the exchange notes.

Expiration date
5:00 p.m., New York City time, on August 9, 2011, unless we extend the
expiration date.

Withdrawal rights
You may withdraw tenders of the original notes at any time prior to 5:00 p.m.,
New York City time, on the expiration date. For more information, see the
section entitled "The Exchange Offer" under the heading "Terms of the Exchange
Offer."

Conditions to the exchange offer
The exchange offer is subject to certain customary conditions, which we may
waive in our sole discretion. For more information, see the section entitled "The
Exchange Offer" under the heading "Conditions to the Exchange Offer." The
exchange offer is not conditioned upon the exchange of any minimum principal
amount of original notes.

Procedures for tendering original notes
If you wish to accept the exchange offer, you must (1) complete, sign and date
the accompanying letter of transmittal, or a facsimile copy of such letter, in
accordance with its instructions and the instructions in this prospectus, and (2)
mail or otherwise deliver the executed letter of transmittal, together with the
original notes and any other required documentation to the exchange agent at the
address set forth in the letter of transmittal. If you are a broker, dealer,
commercial bank, trust company or other nominee and you hold original notes
through The Depository Trust Company ("DTC") and wish to accept the
exchange offer, you must do so pursuant to DTC's automated tender offer
program. By executing or agreeing to be bound by the letter of transmittal, you
will represent to us, among other things, (1) that you are, or the person or entity
receiving the exchange notes is, acquiring the exchange notes in the ordinary
course of business, (2) that neither you nor any such other person or entity has
any arrangement or understanding with any person to participate in the
distribution of the exchange notes within the meaning of the Securities Act and
(3) that neither you nor any such other person or entity is our affiliate within the
meaning of Rule 405 under the Securities Act.

3
7 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents

If you are a beneficial owner whose original notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and you
wish to tender in the exchange offer, we urge you to promptly contact the person
or entity in whose name your original notes are registered and instruct that
person or entity to tender on your behalf. If you wish to tender in the exchange
offer on your own behalf, you must, prior to completing and executing the letter
of transmittal and delivering your original notes, either make appropriate
arrangements to register ownership of your original notes in your name or obtain
a properly completed bond power from the person or entity in whose name your
original notes are registered. The transfer of registered ownership may take
considerable time.

Guaranteed delivery procedures
If you wish to tender your original notes and your original notes are not
immediately available or you cannot deliver your original notes, the letter of
transmittal or any other documents required to the exchange agent (or comply
with the procedures for book-entry transfer) prior to the expiration date, you
must tender your original notes according to the guaranteed delivery procedures
set forth in the section entitled "The Exchange Offer" under the heading
"Guaranteed Delivery Procedures."

Taxation
The exchange pursuant to the exchange offer will generally not be a taxable
event for U.S. federal income tax purposes. For more details, see the sections
entitled "The Exchange Offer--Tax Consequences of the Exchange Offer" and
"Description of the Notes--Tax Consequences of the Exchange Offer."

Consequences of failure to exchange
If you do not exchange the original notes, they will remain entitled to all the
rights and preferences and will continue to be subject to the limitations
contained in the indenture. However, following the exchange offer, all
outstanding original notes will still be subject to the same restrictions on
transfer, and we will have no obligation to register outstanding original notes
under the Securities Act.

Use of proceeds
We will not receive any proceeds from the exchange offer. For more details, see
the "Use of Proceeds" section.

Exchange agent
The Bank of New York Mellon is serving as the exchange agent in connection
with the exchange offer. The address, telephone number and facsimile number of
the exchange agent are listed under the section entitled "The Exchange Offer"
under the heading "Exchange Agent."
The Notes

Issuer
News America Incorporated.

Guarantor
News Corporation is a guarantor (the "Guarantor") of the original notes and the
exchange notes. If we cannot make payments on the original notes or the
exchange notes when they are due, the Guarantor must make them instead.

4
8 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
Securities offered
US$1,000,000,000 aggregate principal amount of 4.50% Senior Notes due 2021
and US$1,500,000,000 aggregate principal amount of 6.15% Senior Notes due
2041.

Maturities
February 15, 2021 for the 4.50% Senior Notes and February 15, 2041 for the
6.15% Senior Notes.

Interest payment dates
February 15 and August 15 of each year, commencing August 15, 2011.

Redemption
The notes may not be redeemed by the Company prior to maturity, except as set
forth herein. See "Description of the Notes--Redemption by the Company."

Ranking
The notes will be direct unsecured obligations and will constitute indebtedness
(as defined herein) ranking pari passu with all other unsecured indebtedness
which is not by its terms subordinated to the notes. The guarantee constitutes
indebtedness of the Guarantor, and is intended to rank pari passu with all other
unsecured indebtedness of the Guarantor, which is not by its terms subordinated
to the guarantee. See "Description of the Notes."

Change of control
If we experience a change of control triggering event as described in the section
entitled "Description of the Notes--Repurchase upon change of control
triggering event," we must offer to repurchase the notes at a purchase price in
cash equal to 101% of the aggregate principal amount, plus accrued and unpaid
interest, if any, to the date of repurchase.

Certain covenants
The indenture, among other things, limits our ability to incur liens and requires
our subsidiaries to issue guarantees under certain circumstances. The indenture
also restricts our ability and the ability of News Corporation to sell all or
substantially all of our or its assets or to merge with or into other companies.
For more details, see "Description of the Notes--Successor corporation" and
"Description of the Notes--Certain covenants."

Governing Law
The notes will be governed by and construed in accordance with the laws of the
State of New York.

Absence of public market for the notes
The notes will constitute a new class of securities for which there is no
established public trading market. There has been no public market for the
original notes, and it is not currently anticipated that an active public market for
the exchange notes will develop. We currently do not intend to apply for the
listing of the notes on any securities exchange or to seek approval for quotation
through any automated quotation system. Although the initial purchasers have
informed us that they currently intend to make a market in the notes, they are not
obligated to do so and any such market-making activity may be

5
9 of 47
7/12/2011 8:07 AM

Prospectus
http://www.sec.gov/Archives/edgar/data/1054263/000119312511186124...
Table of Contents
discontinued at any time without notice. Accordingly, there can be no assurance

as to the development or liquidity of any market for the notes. See "Plan of
Distribution."

Risk Factors
You should read the section entitled "Risk Factors" for important information
regarding the exchange notes and us.
RATIO OF EARNINGS TO FIXED CHARGES OF NEWS CORPORATION
The following table sets forth the ratio of earnings to fixed charges for the periods indicated:

Nine months ended

Fiscal Year Ended June 30,

March 31, 2011

2010
2009
2008
2007
2006
4.0

3.6
**

7.5
5.4
5.0
** Earnings did not cover fixed charges by $4.9 billion during the fiscal year ended June 30, 2009 due to non-cash impairment
charges of $8.9 billion ($7.2 billion, net of tax). See Note 9 to the Consolidated Financial Statements of News Corporation
contained in its Current Report on Form 8-K, filed November 3, 2010, for further discussion.

6
10 of 47
7/12/2011 8:07 AM