Fox discloses Morgan Stanley fees in pending Roku acquisition

Fox Corp. updated its merger disclosures for the proposed acquisition of Roku, detailing Morgan Stanley's compensation and lending relationships. Fox agreed to pay Morgan Stanley $30M in advisory fees, including $5M already payable and $25M due only if the transaction closes. Fox and Roku shareholders are scheduled to vote on the deal on October 14, 2026, while a lawsuit alleges inadequate disclosures.

The transaction remains subject to shareholder approval and other closing requirements. Fox estimates that Morgan Stanley and its affiliates could receive $43M to $50M, plus expense reimbursements, for financing-related work tied to the deal.

  • 1Fox agreed to pay Morgan Stanley $30M for financial advice, with $5M payable at signing and $25M conditional on closing.
  • 2Fox estimates Morgan Stanley and affiliated entities may receive $43M to $50M in financing fees, excluding expense reimbursements.
  • 3Fox and Roku shareholders are set to vote on transaction-related matters on October 14, 2026.
  • 4The registration statement for the proposed transaction became effective on Sept 1, 2026.
  • A lawsuit alleges disclosure omissions, but the materials do not state its merits, requested relief, or likely outcome.
  • The materials do not provide the acquisition consideration or an expected closing date.

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