Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 5, 2020, News Corporation (the "Company") completed the previously
announced sale of its News America Marketing business ("NAM") to CB Neptune
Holdings, LLC and CB Neptune Canada Sub Inc., affiliates of Charlesbank Capital
Partners (the "Transaction"). The aggregate purchase price for the Transaction
consists of (a) up to approximately $235 million, comprised of (i) $50 million
in cash at closing, subject to working capital and other adjustments, less cash
reinvested to acquire a 5% equity interest in the business at closing, and
(ii) additional deferred cash payments payable on or before the fifth
anniversary of closing in an aggregate amount of between $125 million and
approximately $185 million, depending on the timing of such payments, and (b) a
warrant to purchase up to an additional 10% equity interest in the business,
which is exercisable on or prior to the seventh anniversary of closing. In the
Transaction, the Company retained certain liabilities relating to NAM, including
those arising from its ongoing legal proceedings with Valassis Communications,
Inc. and Insignia Systems, Inc.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial information of the Company giving
effect to the Transaction is filed as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
(d) Exhibits.
Exhibit
No. Description
99.1 Unaudited pro forma consolidated financial information of the
Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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