Twenty-First Century Fox 2014 Annual Report Download - page 115

TWENTY-FIRST CENTURY FOX, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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the ability of the Company’s subsidiaries, to create liens and engage in a merger, sale or consolidation transaction.
The 2009 Indenture does not contain any financial maintenance covenants.
Under the August 2009 indenture, the Company recently had the following issuances:
In September 2013, 21CFA issued $300 million of 4.00% Senior Notes due 2023 and $700 million of 5.40%
Senior Notes due 2043. The net proceeds of $987 million were used for general corporate purposes.
In September 2012, 21CFA issued $1.0 billion of 3.00% Senior Notes due 2022. The net proceeds of $987
million were used for general corporate purposes.
Other borrowings
Other borrowings include the Senior Subordinated Notes, consolidated in connection with the acquisition of
the majority interest of the YES Network, issued in June 2008 with a principal amount of $525 million pursuant to
an indenture agreement and note purchase agreement. These notes are direct unsecured obligations of the YES
Network and rank pari passu with all other unsecured indebtedness of the YES Network. Redemption may occur
after a specified date, in whole or in part, at the option of the Company, at the principal plus any redemption fees,
otherwise the principal amount is due at maturity. These agreements contain various customary affirmative and
negative covenants. On acquisition of the majority interest in the YES Network, the Company recorded a
preliminary fair value adjustment to increase the carrying value of the Senior Subordinated Notes to the acquisition
date fair value of approximately $605 million yielding an effective interest rate of 5.75%. The adjustment is being
amortized as a reduction of interest expense over the remaining term of the obligation.
Current borrowings
Included in Borrowings within current liabilities as of June 30, 2014, was 5.30% Senior Notes of $750 million
and principal payments on the YES Network term loan of $49 million that is due in the next 12 months.
Original Currencies of Borrowings
Borrowings are payable in the following currencies:
As of June 30,
2014 2013
(in millions)
U.S. Dollars ........................................................................................................................... $ 18,750 $ 16,028
Euros(a) ................................................................................................................................... 308 293
Australian Dollars .................................................................................................................. - 137
Total borrowings .................................................................................................................... $ 19,058 $ 16,458
(a) Sky Deutschland credit agreement.
Revolving Credit Agreement
In May 2012, 21CFA entered into a credit agreement (the “Credit Agreement”), among 21CFA as Borrower,
the Company as Parent Guarantor, the lenders named therein, the initial issuing banks named therein, JPMorgan
Chase Bank, N.A. (“JPMorgan Chase”) and Citibank, N.A. as Co-Administrative Agents, JPMorgan Chase as
Designated Agent and Bank of America, N.A. as Syndication Agent. The Credit Agreement provides a $2 billion
unsecured revolving credit facility with a sub-limit of $400 million (or its equivalent in Euros) available for the
issuance of letters of credit and a maturity date of May 2017. Under the Credit Agreement, the Company may
request an increase in the amount of the credit facility up to a maximum amount of $2.5 billion and the Company
may request that the maturity date be extended for up to two additional one-year periods. Borrowings are issuable in
U.S. Dollars only, while letters of credit are issuable in U.S. Dollars or Euros. The material terms of the agreement
include the requirement that the Company maintain specific leverage ratios and limitations on secured indebtedness.