Obligation 21st Century Fox America 3.375% ( US90131HCB96 ) en USD

Société émettrice 21st Century Fox America
Prix sur le marché refresh price now   102.9 %  ⇌ 
Pays  Etats-unis
Code ISIN  US90131HCB96 ( en USD )
Coupon 3.375% par an ( paiement semestriel )
Echéance 14/11/2026



Prospectus brochure de l'obligation 21st Century Fox America US90131HCB96 en USD 3.375%, échéance 14/11/2026


Montant Minimal 2 000 USD
Montant de l'émission 1 772 000 USD
Cusip 90131HCB9
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's N/A
Prochain Coupon 15/11/2024 ( Dans 177 jours )
Description détaillée L'Obligation émise par 21st Century Fox America ( Etats-unis ) , en USD, avec le code ISIN US90131HCB96, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2026
L'Obligation émise par 21st Century Fox America ( Etats-unis ) , en USD, avec le code ISIN US90131HCB96, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







424B3
424B3 1 d319944d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-215972


PROSPECTUS
21st Century Fox America, Inc.
EXCHANGE OFFER OF
US$450,000,000 OF OUR 3.375% SENIOR NOTES DUE 2026
AND
US$400,000,000 OF OUR 4.750% SENIOR NOTES DUE 2046


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, MARCH 22, 2017 UNLESS EXTENDED.
Terms of the exchange offer:



·
We, 21st Century Fox America, Inc., 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
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We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.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 20
and 37, 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 9.


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
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
offense.
The date of this prospectus is February 22, 2017.
This prospectus, the letter of transmittal and the notice of guaranteed delivery are first being distributed to all holders of the original notes
on February 22, 2017.
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


9
RATIO OF EARNINGS TO FIXED CHARGES OF 21ST CENTURY FOX

10
THE EXCHANGE OFFER

11
USE OF PROCEEDS

21
SELECTED HISTORICAL FINANCIAL INFORMATION OF 21ST CENTURY FOX

22
DESCRIPTION OF THE NOTES

24
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

37
BOOK-ENTRY; DELIVERY AND FORM

42
PLAN OF DISTRIBUTION

44
WHERE YOU CAN FIND MORE INFORMATION

45
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

45
LEGAL MATTERS

46
EXPERTS

46
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 March 15, 2017, which is five business days before the
scheduled expiration of the exchange offer.

i
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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:


· rapidly changing technology challenging 21st Century Fox's businesses' ability to adapt successfully;

· significant changes in 21st Century Fox's assumptions about customer acceptance, overall market penetration and competition from

providers of alternative products and services;


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


· exposure to fluctuations in currency exchange rates;


· unexpected challenges created by legislative and regulatory developments;


· worldwide economic and business conditions;


· other risks described herein or included from time to time in periodic reports that 21st Century Fox files with 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 (and expressly disclaims any obligation) to publicly update or revise any forward-
looking statement, whether as a result of new information, future events or otherwise, 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.


ii
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 "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.
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
THE COMPANY AND THE GUARANTOR
The Company
21st Century Fox America, Inc., a 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 Fox.
The Guarantor
21st Century Fox is a diversified global media and entertainment company, which manages and reports its businesses in the following
four 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 FOX Broadcasting

Company ("FOX"), nine are affiliated with Master Distribution Service, Inc. ("MyNetworkTV"), one is affiliated with both The
CW Television Network and MyNetworkTV 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.


· Other, Corporate and Eliminations, which principally consists of corporate overhead and eliminations and other businesses.
Sky
In December 2016, 21st Century Fox announced that it reached agreement with Sky plc ("Sky") on the terms of a recommended pre-
conditional cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its affiliates do not already
own at a price of £10.75 per Sky share (approximately $15 billion in the aggregate), (the "Proposed Sky Acquisition"). The independent
committee of Sky's Board of Directors announced that it intends to recommend unanimously that unaffiliated Sky shareholders vote in favor
of the Proposed Sky Acquisition. The Proposed Sky Acquisition is subject to customary closing conditions, including regulatory approvals and
the approval of Sky's shareholders, and is expected to close on or before December 31, 2017.


1
Table of Contents
Also in December 2016, 21st Century Fox entered into a co-operation agreement with Sky (the "Co-Operation Agreement") pursuant to
which 21st Century Fox and Sky agreed to take certain steps to facilitate completion of the Proposed Sky Acquisition. The Co-Operation
Agreement provides for a £200 million (approximately $250 million) break fee payable in cash by 21st Century Fox in the event that
regulatory approvals are not obtained prior to August 15, 2018, or in certain other circumstances described in the Co-Operation Agreement.
To provide financing in connection with the Proposed Sky Acquisition, 21st Century Fox and the Company entered into a bridge credit
agreement with the lenders party thereto (the "Bridge Credit Agreement"). The Bridge Credit Agreement provides for borrowings of up to
£12.2 billion (approximately $15 billion). Fees under the Bridge Credit Agreement will be based on 21st Century Fox's long-term senior
unsecured non-credit enhanced debt ratings. Given the current debt ratings, the Company will pay a commitment fee on undrawn funds of
0.1% and the initial interest rate on advances will be LIBOR plus 1.125% with subsequent increases every 90 days up to LIBOR plus 1.875%.
The Company has also agreed to pay a duration fee on each of the 90th, 180th and 270th day after the funding of the loans in an amount equal
to 0.50%, 0.75%, and 1.00%, respectively, of the aggregate principal amount of the advances and undrawn commitments outstanding at the
time. The terms of the Bridge Credit Agreement also include the requirement that the Company maintain a certain leverage ratio and
limitations with respect to secured indebtedness. While 21st Century Fox has entered into the Bridge Credit Agreement, 21st Century Fox
intends to finance the Proposed Sky Acquisition by using a significant portion of the available cash on its balance sheet and obtaining
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
permanent financing in the capital markets. Subsequent to December 31, 2016, the Company has purchased foreign currency exchange options
to limit its foreign currency exchange rate risk in connection with the Proposed Sky Acquisition.
21st Century Fox believes that the Proposed Sky Acquisition will result in enhanced capabilities of the combined company which will be
underpinned by a more geographically diverse and stable revenue base, and will create an improved balance between subscription, affiliate
fee, advertising and content revenues.
The Company's and 21st Century Fox'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.


2
Table of Contents
The Exchange Offer
On November 18, 2016, we completed the offering of $850 million in aggregate principal amount of Senior Notes. The offering was
conducted in two tranches consisting of (i) $450,000,000 aggregate principal amount of 3.375% Senior Notes due 2026 and (ii) $400,000,000
aggregate principal amount of 4.750% Senior Notes due 2046. 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 (the "Registration Rights Agreement") 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 $450,000,000 aggregate principal amount of exchange 3.375% Senior Notes due
2026 and up to $400,000,000 aggregate principal amount of exchange 4.750% Senior
Notes due 2046, 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 3.375% Senior Notes due 2026 and
US$2,000 principal amount and integral multiples of US$1,000 in excess thereof of our
exchange 4.750% Senior Notes due 2046, 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 3.375% Senior Notes due 2026 and original
4.750% Senior Notes due 2046.

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 $450,000,000 principal amount of 3.375% original notes
and $400,000,000 principal amount of 4.750% 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;
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3


3
Table of Contents
· 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.

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 cannot rely on the Staff's interpretive
position expressed in the Exxon Capital line of no-action letters and 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 March 22, 2017, 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.


4
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
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.

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."



5
Table of Contents
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
dated as of August 25, 2009, as amended and restated on February 16, 2011 (the
"Indenture"), among the Company, 21st Century Fox and The Bank of New York Mellon,
as trustee (the "Trustee"). 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."
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3


6
Table of Contents
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$450,000,000 aggregate principal amount of 3.375% Senior Notes due 2026 and
US$400,000,000 aggregate principal amount of 4.750% Senior Notes due 2046.

Maturities
November 15, 2026 for the 3.375% Senior Notes and November 15, 2046 for the 4.750%
Senior Notes.

Interest payment dates
May 15 and November 15 of each year, commencing May 15, 2017.

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.


7
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
Table of Contents
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
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.


8
Table of Contents
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.

9
Table of Contents
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:

Six months ended

Fiscal Years Ended June 30,

https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


424B3
December 31, 2016
2016 2015 2014 2013 2012
5.4
4.5 8.0 4.8 7.7 4.3

10
Table of Contents
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")
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.
The outstanding original 3.375% Senior Notes due 2026 in the aggregate principal amount of US$450,000,000 and outstanding original
4.750% Senior Notes due 2046 in the aggregate principal amount of US$400,000,000 were originally issued and sold on November 18, 2016 (the
"Issue Date"), to J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC as initial purchasers, pursuant to the purchase agreement dated as of
November 15, 2016. 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, 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 unless the Exchange Offer would not be permitted by applicable law or the policies of the
Commission ("SEC Policy"), we will (i) file the Exchange Offer Registration Statement with the Commission on or prior to 90 days after the Issue
Date, (ii) 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) 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, 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 (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

11
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/1054263/000119312517050647/d319944d424b3.htm[2/22/2017 9:08:43 AM]


Document Outline