3.875% Senior Notes due 2029
Note · NEWS CORPORATION
Reference: 3.875% Senior Notes due 2029
- Original principal
- USD 1,000,000,000
- Outstanding
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- Commitment
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- Availability
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- Maturity
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Last reported interest terms: 3.875% Reported 2021-04-15 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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SECTION 4.05 · Limitations on Liens
The Issuer will not, and will not permit any Subsidiary to, incur any Lien (other than Permitted Liens) of any nature whatsoever against any assets
Applies to every series under this agreement SECTION 4.05. Limitations on Liens.
Full wording and supporting evidence
Source evidence: The Issuer will not, and will not permit any Subsidiary to, incur any Lien (other than Permitted Liens) of any nature whatsoever against any assets (including Equity Interests of a Subsidiary) of the Issuer or any Subsidiary, whether owned at the Issue Date or thereafter acquired, which secures Indebtedness for Borrowed Money of the Issuer or any of its Subsidiaries unless:
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
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SECTION 5.01 · Limitations on Mergers, Consolidations, etc.
The Issuer will not, in a single transaction or a series of related transactions, consolidate or merge with or into another Person
Applies to every series under this agreement SECTION 5.01. Limitations on Mergers, Consolidations, etc.
Full wording and supporting evidence
Source evidence: The Issuer will not, in a single transaction or a series of related transactions, consolidate or merge with or into another Person, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of the assets of the Issuer and its Subsidiaries (taken as a whole) unless:
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
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SECTION 4.08 · Change of Control Offer
If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer has exercised its right to redeem the Notes, the Issuer will be required to make an offer to purchase
Applies to every series under this agreement SECTION 4.08. Change of Control Offer.
Full wording and supporting evidence
Source evidence: If a Change of Control Triggering Event occurs with respect to the Notes, unless the Issuer has exercised its right to redeem the Notes, the Issuer will be required to make an offer to purchase all or, at the Holder’s option, any part (equal to $2,000 or any integral multiple of $1,000 in excess thereof) of each Holder’s Notes pursuant to a Change of Control Offer.
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
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Section 4.04(a) · Compliance Certificate
The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer, an Officer’s Certificate
Applies to every series under this agreement SECTION 4.04. Compliance Certificate.
Full wording and supporting evidence
Source evidence: (a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer, an Officer’s Certificate stating that a review of the activities of the Issuer and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officer
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
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Section 4.02(a) · Reports to Holders
the Issuer will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports
Applies to every series under this agreement SECTION 4.02. Reports to Holders.
Full wording and supporting evidence
Source evidence: (a) So long as the Notes are outstanding, the Issuer will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports of the Issuer and of the information, documents and other reports, if any, which the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
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Section 6.01(3) · Events of Default
failure by the Issuer to comply (a) for 30 days after notice with Section 5.01
Applies to every series under this agreement SECTION 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (3) failure by the Issuer to comply (a) for 30 days after notice with Section 5.01, (b) for 45 days after notice in respect of its obligations to make a Change of Control Offer or (c) for 90 days after notice in respect of its obligations to provide reports as described under Section 4.02;
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
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Section 6.01(4) · Events of Default
failure by the Issuer to comply with any other agreement or covenant in this Indenture and continuance of this failure for 60 days after notice
Applies to every series under this agreement SECTION 6.01. Events of Default.
Full wording and supporting evidence
Source evidence: (4) failure by the Issuer to comply with any other agreement or covenant in this Indenture and continuance of this failure for 60 days after notice;
Target identity evidence: INDENTURE, dated as of April 15, 2021, among NEWS CORPORATION, a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
Documents and filing history
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Issuance
· 2021-04-15
Original principal USD 1,000,000,000 Exact source document
Parent 8-K filing · 2021-04-15
4. Indenture. The Issuer issued the Notes under an Indenture dated as of April 15, 2021 (the “Indenture”) between the Issuer and the Trustee. This is one of an issue of Notes of the Issuer issued, or to be issued, under the Indenture. The Notes include (i) $1,000,000,000 aggregate principal amount of the Issuer’s 3.875% Senior Notes due 2029 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 15, 2021 (the “Additional Notes”). The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The terms of the Notes include those set forth in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.
Issuer evidence: NEWS CORPORATION, a Delaware corporation (the “Issuer”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of [ ] dollars on May 15, 2029.
Supporting evidence: 4. Indenture. The Issuer issued the Notes under an Indenture dated as of April 15, 2021 (the “Indenture”) between the Issuer and the Trustee. This is one of an issue of Notes of the Issuer issued, or to be issued, under the Indenture. The Notes include (i) $1,000,000,000 aggregate principal amount of the Issuer’s 3.875% Senior Notes due 2029 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 15, 2021 (the “Additional Notes”). The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The terms of the Notes include those set forth in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.
Supporting evidence: 4. Indenture. The Issuer issued the Notes under an Indenture dated as of April 15, 2021 (the “Indenture”) between the Issuer and the Trustee. This is one of an issue of Notes of the Issuer issued, or to be issued, under the Indenture. The Notes include (i) $1,000,000,000 aggregate principal amount of the Issuer’s 3.875% Senior Notes due 2029 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 15, 2021 (the “Additional Notes”). The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. The terms of the Notes include those set forth in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of them. Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.