21ST CENTURY FOX ANNOUNCES PRICING OF SENIOR NOTES BY FOX CORPORATION

New York, NY, January 15, 2019 - 21st Century Fox ( 21CF ; NASDAQ: FOXA, FOX) announced today the pricing by Fox Corporation ( FOX ), its wholly-owned subsidiary and the company to be spun-off in connection with 21CF's combination with The Walt Disney Company ( Disney ) of five series of senior unsecured notes. FOX will issue (i) $750,000,000 aggregate principal amount of 3.666% senior notes due 2022, (ii) $1,250,000,000 aggregate principal amount of 4.030% senior notes due 2024, (iii) $2,000,000,000 aggregate principal amount of 4.709% senior notes due 2029, (iv) $1,250,000,000 aggregate principal amount of 5.476% senior notes due 2039, and (v) $1,550,000,000 aggregate principal amount of 5.576% senior notes due 2049 (collectively, the Senior Notes ).

The offering of the Senior Notes is expected to close on January 25, 2019, subject to the satisfaction of customary closing conditions. FOX will receive gross proceeds of $6,800,000,000 from this offering of the Senior Notes.

FOX intends to use the net proceeds from the sale of the Senior Notes, together with available cash on its balance sheet and borrowings under the revolving credit facility that FOX expects to enter into, if needed, principally to fund a cash dividend in the amount of $8.5 billion in immediately available funds to 21CF immediately prior to the consummation of the distribution of all of the issued and outstanding common stock of FOX to stockholders of 21CF (other than holders of the shares held by subsidiaries of 21CF) on a pro rata basis (the distribution ), and to pay fees and expenses in connection with this offering and the other transactions contemplated therein. 21CF will fully and unconditionally guarantee the Senior Notes on a senior unsecured basis. Upon the consummation of the distribution, the guarantee of 21CF will be automatically released, and thereafter, the Senior Notes will solely be the obligations of FOX.

The Senior Notes being offered by FOX have not been registered under the Securities Act of 1933, as amended (the Securities Act ), or any securities laws of any other jurisdiction. As a result, the Senior Notes may not be offered or sold in the United States absent registration under the Securities Actor pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions' securities laws. Accordingly, the Senior Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act or, outside the United States, to persons other than U.S. persons in compliance with Regulation S under the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Senior Notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FOX Press Contacts:

Hope Hicks

310-369-1212

hope.hicks@fox.com

Megan Klein

310-369-3613

megan.klein@fox.com

21CF Press Contact:

Nathaniel Brown

212-852-7746

nbrown@21cf.com Investor Contacts:

Reed Nolte

212-852-7092

rnolte@21cf.comMike Petrie

212-852-7130

mpetrie@21cf.com

About 21st Century Fox

21st Century Fox is one of the world's leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group.

Cautionary Notes on Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, target, similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all, (ii) the required regulatory approvals are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely aff

LINK:	https://www.21cf.com/news/21st-century-fox/2019/21st-century-fox-annou...
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