News Corporation (the Company) entered into an Amended and Restated Credit Agreement (the Credit Agreement) among the Company, as administrative borrower, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents, and the other parties thereto. The Credit Agreement provides for unsecured $1,500 million credit facilities comprised of a $1,000 million five year unsecured revolving credit facility (the Revolving Facility) and $500 million five year unsecured term loan A credit facility (the Term A Facility, the loans under the Term A Facility are collectively referred to as Term A Loans, and the Term A Facility together with the Revolving Facility are referred to as, the Facilities) to the Company to refinance its existing credit agreement and for general corporate purposes. The Revolving Facility has a sublimit of $100 million available for issuances of letters of credit.
Under the Credit Agreement, the Company may request increases with respect to either Facility in an aggregate principal amount not to exceed $250 million. Subject to certain conditions stated in the Credit Agreement, the Company may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Credit Agreement. The loans under the Revolving Facility will not amortize.
The Term A Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 0.0%, 2.5%, 2.5%, 5.0% and 5.0%, respectively, of the original principal amount of the Term A Facility for each 12-month period commencing on June 30, 2026. All amounts under the Credit Agreement with respect to the Facilities are due on March 27, 2031, unless, with respect to the Revolving Facility, the commitments are terminated earlier either at the request of the Company or, with respect to the Facilities, if an event of default occurs, by the administrative agent at the request or with the consent of the lenders (or automatically in the case of certain bankruptcy-related events). The Company may request that the maturity date of the revolving credit commitments under the Revolving Facility be extended under certain circumstances as set forth in the Credit Agreement for up to two additional one-year periods.
The Company may also request that the maturity date of the Term A Facility be extended under certain circumstances as set forth in the Credit Agreement by at least one year. Additionally, interest on borrowings is based on either (a) an Alternative Currency Term Rate formula, (b) a Term SOFR formula, (c) an Alternative Currency Daily Rate or (d) the Base Rate formula. The Credit Agreement contains certain customary affirmative and negative covenants and events of default with customary exceptions, including limitations on the ability of the Company and the Company's subsidiaries to incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of all subsidiaries taken as a whole.
If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreement may be declared immediately due and payable. The maturity of the existing Term A Loans was extended on March 27, 2026, and additional Term A Loans in the amount of $43.75 million were borrowed by the Company on the same date (the Borrowing). The aggregate amount of Term A Loans after giving effect to the Borrowing is $500 million.
BofA Securities Inc., JPMorgan Chase Bank, N.A. and Citibank, N.A. acted as joint lead arrangers and joint bookrunners in respect of the Credit Agreement, JPMorgan Chase Bank, N.A. and Citibank, N.A. are syndication agents under the Credit Agreement, Bank of America, N.A. is administrative agent under the Credit Agreement and the lenders include Bank of America, N.A., JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Bank, N.A., MUFG Bank Ltd., Deutsche Bank AG New York Branch, Goldman Sachs Bank USA, HSBC Bank USA, National Association, Bank of China Limited, New York Branch, U.S. Bank, National Association, Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia, Westpac Banking Corporation and National Australia Bank Limited.
