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Entry into a Material Definitive

The information included in Item2.03 of this Current Report on Form 8-K is incorporated by reference into this Item1.01 of this Current Report on Form 8-K.

Item2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On October21, 2015, 21st Century Fox America, Inc. (the Issuer), a wholly-owned subsidiary of Twenty-First Century Fox, Inc., a Delaware corporation, (the Company), closed the private placement of $600million of 3.700% Senior Notes due October15, 2025 at the issue price of 99.761% (the 3.700% Notes) and $400million of 4.950% Senior Notes due October15, 2045 at the issue price of 99.367% (the 4.950% Notes, and together with the 3.700% Notes, the Notes). The Notes were sold within the United Sta tes only to qualified institutional buyers in reliance on Rule144A promulgated under the Securities Act of 1933, as amended (the Securities Act) and outside the United States in accordance with RegulationS under the Securities Act. The Notes are guaranteed by the Company.

The Notes were sold pursuant to the indenture dated as of August25, 2009, as amended and restated on February16, 2011, among the Issuer, the Company, as guarantor, and The Bank of New York Mellon, as trustee (the Indenture).

Repayment of the Notes may be accelerated upon the occurrence of a change of control triggering event specified in the Indenture. Upon the occurrence of a change of control triggering event, the Issuer will be required to make an offer to purchase each series of Notes at a purchase price in cash equal to 101% of their principal amount plus accrued and unpaid interest through the date of repurchase. Under the Indenture, a change of control triggering event means a change of control and a rating decline. A change of control means the occurrence of the following: any person (as the term person is used in Section13(d)(3) or Section14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) other than the Company, any subsidiary of the Company, any employee benefit plan of either the Company or any subsidiary of the Company, or the Murdoch Family (as defined in the Indenture), becomes the beneficial owner of 50% or more of the combined voting power of the Companys then outstanding common stock entitled to vote generally for the election of directors. A rating decline is defined as the occurrence of the following on, or within 90days after, the earlier of (i)the occurrence of a change of control or (ii)public notice of the occurrence of a change of control or the intention by the Company to effect a change of control (which period shall be extended so long as the rating of the Securities (as defined in the Indenture) is under publicly announced consideration for a possible downgrade by any of the rating agencies), (a)in the event the Securities are rated by either rating agency on the rating date as investment grade, the rating of the Securities shall be reduced so that the Securities are rated below investment grade by both rating agencies, or (b)in...


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