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424(b)(3)
424B3 1 d824816d424b3.htm 424(B)(3)
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-200444
PROSPECTUS
21st Century Fox America, Inc.
EXCHANGE OFFER OF
US$600,000,000 OF OUR 3.700% SENIOR NOTES DUE 2024
AND
US$600,000,000 OF OUR 4.750% SENIOR NOTES DUE 2044

Unconditionally Guaranteed by
Twenty-First Century Fox, Inc.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, JANUARY 6, 2015 UNLESS EXTENDED.
Terms of the exchange offer:

· We, 21st Century Fox America, Inc. (formerly known as News America Incorporated), are registering with the Securities and Exchange Commission (the
"SEC" or the "Commission") the exchange notes, which 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· We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.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 "Material United States Federal Income Tax Considerations" on pages 17 and 35, 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 (the "Securities Act"), and the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange
notes.

· Twenty-First Century Fox, Inc. ("21st Century Fox") will guarantee the exchange notes. If we do not make payments on the exchange notes, 21st Century
Fox 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 December 5, 2014.
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This prospectus, the letter of transmittal and the notice of guaranteed delivery are first being mailed to all holders of the original notes on December 5, 2014.
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 21ST CENTURY FOX AMERICA, INC.
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 21ST CENTURY FOX 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
RISK FACTORS

7
RATIO OF EARNINGS TO FIXED CHARGES OF 21ST CENTURY FOX

8
THE EXCHANGE OFFER

9
USE OF PROCEEDS

19
SELECTED HISTORICAL FINANCIAL INFORMATION OF 21ST CENTURY FOX

20
DESCRIPTION OF THE NOTES

22
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

35
BOOK-ENTRY; DELIVERY AND FORM

40
PLAN OF DISTRIBUTION

42
WHERE YOU CAN FIND MORE INFORMATION

43
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

43
LEGAL MATTERS

44
EXPERTS

44
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 21st Century Fox should be directed to: 21st Century Fox America, Inc., 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 December 29, 2014, which is five business days before
the scheduled expiration of the exchange offer.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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424(b)(3)
This prospectus contains statements that constitute "forward-looking statements". 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 21st Century Fox 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 21st Century Fox 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 21st Century Fox's businesses' ability to adapt successfully;

· exposure to fluctuations in currency exchange rates;

· significant changes in 21st Century Fox'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 21st Century Fox's business strategy and development plans; and

· other risks described herein or included from time to time in periodic reports that 21st Century Fox 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 21st Century Fox, 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. 21st
Century Fox 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 21st Century Fox with the Commission.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL 21ST CENTURY FOX AMERICA, INC. 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.

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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 "the Company," "we," "our" and "us" refer to 21st Century Fox America, Inc. and its consolidated subsidiaries, and "21st Century
Fox" or "the Guarantor" refers to Twenty-First Century Fox, Inc. and its consolidated subsidiaries, unless otherwise specified.
THE COMPANY AND THE GUARANTOR
The Company
21st Century Fox America, Inc. (formerly known as News America Incorporated), an indirect 100% owned subsidiary of 21st Century
Fox, is an operating company and holding company, which, together with its subsidiaries, holds most of the operating assets of 21st Century
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Fox.
The Guarantor
21st Century Fox is a diversified global media company, which manages and reports its businesses in the following five segments:

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

through cable television systems, direct broadcast satellite operators, telecommunication companies and online video distributors in
the U.S. and internationally.

·
Television, which principally consists of the broadcasting of network programming in the U.S. and the operation of 28 full power

broadcast television stations, including 11 duopolies, in the U.S. (of these stations, 17 are affiliated with the FOX Broadcasting
Company, 10 are affiliated with Master Distribution Service, Inc. and one is an independent station).

·
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.

·
Direct Broadcast Satellite Television, which consists of the distribution of programming services via satellite, cable, and

broadband directly to subscribers in Italy, Germany and Austria. On November 12, 2014, 21st Century Fox completed the
previously announced sale of Sky Italia and its 57% interest in Sky Deutschland AG to British Sky Broadcasting Group plc.

·
Other, Corporate and Eliminations, which principally consists of corporate overhead and eliminations and other businesses.
The Company's and the Guarantor'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.

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The Exchange Offer
On September 15, 2014, we completed the offering of $600,000,000 aggregate principal amount of 3.700% Senior Notes due 2024 and
$600,000,000 aggregate principal amount of 4.750% Senior Notes due 2044. The offering was made in reliance upon an exemption from the
registration requirements of 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 $600,000,000 aggregate principal amount of exchange 3.700% Senior Notes due
2024 and up to $600,000,000 aggregate principal amount of exchange 4.750% Senior
Notes due 2044 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 US$2,000 principal amount and integral multiples of
US$1,000 in excess thereof of our exchange 3.700% Senior Notes due 2024 and
US$2,000 principal amount and integral multiples of US$1,000 in excess thereof of our
exchange 4.750% Senior Notes due 2044 which have been registered under the
Securities Act, for each US$2,000 principal amount and integral multiples of US$1,000
in excess thereof of our outstanding original 3.700% Senior Notes due 2024 and original
4.750% Senior Notes due 2044.
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 $600,000,000 principal amount of 3.700% original
notes and $600,000,000 principal amount of 4.750% original notes outstanding. We will
issue exchange notes promptly after the expiration of the exchange offer.
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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.

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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 21st Century Fox or an
affiliate of the Company or 21st Century Fox to distribute the exchange notes.

Expiration date
5:00 p.m., New York City time, on January 6, 2015, 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 "Withdrawal Rights."

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
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424(b)(3)
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

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neither you nor any such other person or entity is our affiliate within the meaning of

Rule 405 under the Securities Act.
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 "Material United
States Federal Income Tax Considerations."

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."

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The Exchange Notes

Issuer
21st Century Fox America, Inc.

Guarantor
21st Century Fox is a 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.

Securities offered
US$600,000,000 aggregate principal amount of 3.700% Senior Notes due 2024 and
US$600,000,000 aggregate principal amount of 4.750% Senior Notes due 2044.

Maturities
September 15, 2024 for the 3.700% Senior Notes and September 15, 2044 for the
4.750% Senior Notes.

Interest payment dates
March 15 and September 15 of each year, commencing March 15, 2015.

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 21st Century Fox 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

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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 discontinued at any time without notice.
Accordingly, there can be no assurance as to the development or liquidity of any market
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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.

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RISK FACTORS
Before you participate in the exchange offer, you should be aware that there are various risks, including the ones listed below. You should
carefully consider these risk factors, as well as the other information contained or incorporated by reference in this prospectus, in evaluating your
participation in the exchange offer.
Risk Factor Relating to the Notes and Guarantees
Structural risks. The operations of 21st Century Fox worldwide and the operations of the Company in the United States are conducted
through subsidiaries, and, therefore, 21st Century Fox and the Company are dependent upon the earnings and cash flows of their subsidiaries to
meet debt service obligations, including obligations with respect to the notes. The claims of holders of the notes will be subordinate to claims of
creditors of the subsidiaries of the Guarantor (other than the Company) with respect to the assets of such subsidiaries in the event of bankruptcy or
reorganization of such subsidiaries.
Risk Factor Relating to the Exchange Offer
If you do not exchange your original notes for exchange notes, you will continue to have restrictions on your ability to resell them, which
could reduce their value. The original notes were not registered under the Securities Act or under the securities laws of any state and may not be
resold, offered for resale, or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws. If you do not exchange your original notes for exchange notes pursuant to
the exchange offer, you will not be able to resell, offer to resell, or otherwise transfer the original notes unless they are registered under the
Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of,
or in a transaction not subject to, the Securities Act.

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RATIO OF EARNINGS TO FIXED CHARGES OF 21ST CENTURY FOX
The following table sets forth the ratio of earnings to fixed charges for the periods indicated:

Fiscal Years Ended June 30,

Three months ended September 30, 2014
2014 2013 2012 2011 2010
4.6
4.8 7.7 4.3 3.6 3.2

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THE EXCHANGE OFFER
Purpose of the Exchange Offer
The exchange offer is designed to provide holders of original notes with an opportunity to acquire exchange notes (the "Exchange Notes")
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which, unlike the original notes, will not be restricted securities and will be freely transferable at all times, subject to any restrictions on transfer
imposed by state "blue sky" laws and provided that the holder is not our affiliate within the meaning of the Securities Act and represents that the
Exchange Notes are being acquired in the ordinary course of the holder's business and the holder is not engaged in, and does not intend to engage
in, a distribution of the Exchange Notes. Capitalized terms used herein and otherwise not defined are defined in the indenture dated as of
August 25, 2009, as amended and restated on February 16, 2011 (the "Indenture"), among the Company (formerly known as News America
Incorporated), 21st Century Fox (formerly known as News Corporation) and The Bank of New York Mellon, as trustee (the "Trustee").
The outstanding original 3.700% Senior Notes due 2024 in the aggregate principal amount of US$600,000,000 and outstanding original
4.750% Senior Notes due 2044 in the aggregate principal amount of US$600,000,000 were originally issued and sold on September 15, 2014 (the
"Issue Date"), to J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. LLC as initial purchasers, pursuant to the purchase agreement dated as of September 10, 2014. The
original notes were issued and sold in a transaction not registered under the Securities Act in reliance upon the exemption provided by
Section 4(a)(2) of the Securities Act. The concurrent resale of the original notes by the initial purchaser to investors was also done in reliance upon
the exemption provided by Rule 144A promulgated under the Securities Act. The original notes are restricted securities and may not be reoffered,
resold or transferred other than pursuant to a registration statement filed pursuant to the Securities Act or unless an exemption from the registration
requirements of the Securities Act is available. Pursuant to Rule 144 promulgated under the Securities Act, the original notes may generally be
resold (a) commencing six months after the Issue Date, in an amount up to, for any three-month period, the greater of 1% of the original notes then
outstanding or the average weekly trading volume of the original notes during the four calendar weeks preceding the filing of the required notice of
sale with the Commission so long as 21st Century Fox remains current in its periodic filing obligations and (b) commencing one year after the
Issue Date, in any amount and otherwise without restriction by a holder who is not, and has not been for the preceding three months, our affiliate.
Certain other exemptions may also be available under other provisions of the federal securities laws for the resale of the original notes.
In connection with the original issuance and sale of the original notes, we entered into the registration rights agreement, dated as of
September 15, 2014 (the "Registration Rights Agreement"), pursuant to which we agreed to file with the Commission a registration statement
covering the exchange by us of the Exchange Notes for the original notes (the "Exchange Offer"). The Registration Rights Agreement provides
that we will file with the Commission an exchange offer registration statement (the "Exchange Offer Registration Statement") on an appropriate
form under the Securities Act, with respect to an offer to exchange the original notes for the Exchange Notes and to offer to holders of original
notes who are able to make certain representations the opportunity to exchange their original notes for Exchange Notes.
The Registration Rights Agreement provides that (i) unless the Exchange Offer would not be permitted by applicable law or the policies of
the Commission ("SEC Policy"), we will file the Exchange Offer Registration Statement with the Commission on or prior to 90 days after the Issue
Date, (ii) unless the Exchange Offer would not be permitted by applicable law or SEC Policy, we will use our reasonable best efforts to have the
Exchange Offer Registration Statement declared effective by the Commission on or prior to 180 days after the Issue Date, (iii) unless the Exchange
Offer would not be permitted by applicable law or SEC Policy, we will commence the Exchange Offer and use our reasonable best efforts to issue,
on or prior to 225 days after the Issue Date, Exchange Notes, in exchange for all original notes tendered prior thereto in the Exchange Offer and
(iv) if obligated to file a shelf registration statement, we will use our reasonable best efforts to file the shelf registration statement prior to the later
of (a) 90 days after the Issue Date or (b) 30 days after such filing obligation arises

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(provided, however, that if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day
after the Issue Date, then the Company will file the shelf registration statement with the Commission on or prior to the 210th day after the Issue
Date, unless the Company has consummated the Exchange Offer prior to the 180th day after the Issue Date whereby the Company's obligations to
file a shelf registration statement pursuant to clause (iv) above shall be cancelled). We shall use our reasonable best efforts to keep such shelf
registration statement continuously effective, supplemented and amended for a period of six months from the Issue Date or such shorter period that
will terminate when all notes covered by the shelf registration statement have been sold pursuant thereto. A holder of original notes that sells its
original notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related
prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including
certain indemnification and contribution obligations).
Under existing interpretations by the staff of the Commission, the Exchange Notes, in general, would not be restricted securities and would
be freely transferable after the Exchange Offer without further registration under the Securities Act; provided, however, that in the case of broker-
dealers participating in the Exchange Offer, a prospectus meeting the requirements of the Securities Act must be delivered by such broker-dealers
in connection with resales of the Exchange Notes. We have agreed for a period of 90 days after consummation of the Exchange Offer, to make
available a prospectus meeting the requirements of the Securities Act to any such broker-dealer for use in connection with any resale of any
Exchange Notes acquired in the Exchange Offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will
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424(b)(3)
be subject to certain of the civil liability provisions under the Securities Act and will be bound by the provisions of the Registration Rights
Agreement (including certain indemnification rights and obligations).
Each holder of original notes that wishes to exchange such original notes for Exchange Notes in the Exchange Offer will be required to
make certain representations, including representations that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of
its business, (ii) it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of Exchange
Notes and (iii) it is not our affiliate as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution
of Exchange Notes. If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for original notes that were
acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes.
We have agreed to pay all expenses incident to the Exchange Offer and will indemnify each initial purchaser against certain liabilities,
including liabilities under the Securities Act.
Pursuant to the Registration Rights Agreement, we will be required to pay additional interest if a registration default exists. A registration
default will exist if:

· we fail to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such

filing;

· any of the registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness,

referred to in the Registration Rights Agreement as the Effectiveness Target Date;

· the Exchange Offer is required to be consummated under the Registration Rights Agreement and we fail to issue Exchange Notes in

exchange for all original notes properly tendered and not withdrawn in the Exchange Offer within 45 days of the Effectiveness Target
Date with respect to the Exchange Offer Registration Statement; or

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· the shelf registration statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective

or usable in connection with the Exchange Offer or resales of the Exchange Notes, as the case may be, during the periods specified in
the Registration Rights Agreement.
Additional interest will accrue on the principal amount of the notes (in addition to the stated interest on the notes) from and including the date
on which any of the registration defaults described above has occurred and continue until all registration defaults have been cured. Additional
interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a registration default and will
increase by 0.25% per annum at the beginning of each subsequent 90-day period (or portion thereof) while a registration default is continuing, up
to a maximum rate of additional interest of 0.50% per annum.
This summary of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, all the provisions of the Registration Rights Agreement, which is listed as an exhibit to the registration statement of
which this prospectus is a part.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all original
notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. Subject to the minimum denomination
requirements of the Exchange Notes, the Exchange Notes are being offered in exchange for a like principal amount of original notes. Original notes
of US$2,000 principal amount may be exchanged in integral multiples of US$1,000 in excess thereof. Holders may tender some or all of their
original notes pursuant to the Exchange Offer.
The form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the original notes except that
(i) the Exchange Notes will be registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and
(ii) holders of the Exchange Notes will not be entitled to certain rights of holders of original notes under the Registration Rights Agreement. The
Exchange Notes will evidence the same debt as the original notes and will be entitled to the benefits of the Indenture. Each series of Exchange
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Document Outline

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