$FOX · Fox Corp
Fox Corp filed an 8-K to voluntarily supplement the Joint Proxy Statement/Prospectus for its pending acquisition of Roku, Inc. The supplement discloses Morgan Stanley's role as FOX's financial advisor, including a $30 million advisory fee ($5M paid at signing, $25M contingent on closing), an estimated $43M–$50M in additional financing fees, and Morgan Stanley's equity holdings of 1.5%–2.5% of FOX Class A shares and 1%–2% of Roku shares. The filing follows a putative class action (Thompson v. Fox Corp.) alleging material omissions in the original registration statement.
- Morgan Stanley will receive a $30M advisory fee from FOX, with $25M contingent on closing the Roku merger.
- Morgan Stanley and affiliates expect $43M–$50M in additional fees for bridge and term loan financing for the deal.
- Morgan Stanley held 1.5%–2.5% of FOX Class A shares and 1%–2% of Roku shares as of September 4, 2026.
- A putative class action (Thompson v. Fox Corp.) seeks to enjoin the October 14, 2026 FOX special meeting for alleged proxy omissions.
- FOX denies all allegations but voluntarily supplements the proxy to avoid delay or adverse impact on the merger.
FOX shares are down ~1.98% in the regular session at $55.58; extended-hours trading shows no additional move. The supplemental disclosure is procedural and unlikely to shift the merger trajectory materially.
The disclosure reveals the financial stakes of FOX's advisor in a transformative media-streaming merger while a pending lawsuit threatens to derail the October 14 stockholder vote.
The FOX-Roku merger represents a major vertical integration play in media-streaming, pairing a legacy content giant with a leading CTV platform. Morgan Stanley's disclosed equity holdings in both companies add a layer of financial advisor conflict scrutiny typical of large media M&A.
The Thompson complaint seeks to enjoin the October 14, 2026 FOX special meeting and the merger itself; additional similar complaints may be filed or the existing complaint amended, potentially delaying or blocking the transaction.
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