Item 8.01 Other Events.
Notes Offering
On April 7, 2021, News Corporation (the "Company") announced the offering of
$750,000,000 aggregate principal amount of senior notes (the "Notes") in a
private placement transaction, subject to market and other conditions (the
"Notes Offering"). The Company intends to use the proceeds from the Notes
Offering for general corporate purposes, which may include acquisitions and
working capital. The Company's press release announcing the commencement of the
Notes Offering is attached as Exhibit 99.1 and is incorporated herein by
reference.
The Notes being offered have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws or
blue sky laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities laws or
available exemptions from such registration requirements. This disclosure shall
not constitute an offer to sell or the solicitation of an offer to buy the
Notes.
Litigation Disclosure
In February and March 2021, five purported class action complaints were filed in
the U.S. District Court for the Southern District of New York against
Amazon.com, Inc. and certain publishers, including the Company's subsidiary,
HarperCollins Publishers, L.L.C. ("HarperCollins"), alleging violations of
antitrust and competition laws. The complaints seek treble damages, injunctive
relief and attorneys' fees and costs. While it is not possible at this time to
predict with any degree of certainty the ultimate outcome of these actions,
HarperCollins believes it has been compliant with applicable laws and intends to
defend itself vigorously.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by News Corporation, dated April 7, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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