New Fox definition
Examples of New Fox in a sentence
TFCF retained all of the assets and liabilities not transferred to New Fox, the most significant of which were the Twentieth Century Fox film and television studios, certain cable networks (primarily FX and National Geographic), TFCF’s international television businesses (including Star) and TFCF’s 30% interest in Hulu LLC (Hulu).
Prior to the acquisition, TFCF and a newly-formed subsidiary of TFCF (New Fox) entered into a separation agreement, pursuant to which TFCF transferred to New Fox a portfolio of TFCF’s news, sports and broadcast businesses and certain other assets.
Prior to the completion of the spin-off, New Fox will pay an $8.5 billion cash dividend to 21CF, subject to certain adjustments, representing an estimate of 21CF’s tax liability in connection with the spin-off.
Additionally, if the final estimate of the tax liabilities is lower than $8.5 billion, Disney will make a cash payment to New Fox reflecting the difference between such amount and $8.5 billion, up to a maximum cash payment of $2 billion.
If Fox desires to extend, modify or amend any Existing Fox Output Deal or New Fox Output Deal that has previously been approved by DWA hereunder, DWA shall have a further right to approve any such extension, modification or amendment (which, if approved, shall be deemed by DWA approved for any and all Qualified Pictures released during the Output Term and licensed to Fox hereunder (and, if applicable any other Licensed Pictures)).
For the avoidance of doubt, none of Seller, New Fox or any of their respective Subsidiaries (other than the Transferred Company or any of its Subsidiaries) shall be liable for Taxes relating to the Business and imposed directly on the Transferred Company or its Subsidiaries, such as payroll Taxes, sales and use Taxes, and similar Taxes but any such Taxes that are current liabilities shall instead be included in Adjusted Working Capital.
Upon completion of the separation and distribution, holders of 21CF class A common stock and class B common stock will receive, on a pro rata basis, all of the issued and outstanding common stock of New Fox.
The Intermediate Purchaser, Fox, Southeastern and New Fox shall have executed a mutual release agreement with the Agent and the Lenders, in form and substance satisfactory to the Agent and the Lenders.
In 21CF’s historical financial statements, the associated expense / income was included in (loss) income from discontinued operations, net of tax financial statement line and is included in the Other, net financial statement line in the New Fox column as New Fox would not present this as discontinued operations on a go forward basis.
Following the separation and prior to the completion of the 21CF merger, 21CF will distribute all of the issued and outstanding common stock of New Fox to 21CF stockholders (other than holders that are subsidiaries of 21CF) on a pro rata basis.