Fox funded Roku with $10.4 billion of loans it can repay early; China blocked SoftBank's ABB deal

Fox Corporation (Nasdaq: FOXA) closed its Roku purchase on Friday, November 6, with about $10.4 billion of new bank debt drawn on the first day, according to its Form 8-K. Two days earlier, China had prohibited SoftBank Group's $5.375 billion purchase of ABB's robotics business, according to SoftBank. The two filings show where each buyer's risk sat.

What Fox owed on closing day, and how soon it can be repaid

Fox said it will issue about 144.5 million Class A shares and pay about $14.1 billion in cash to former Roku stockholders, excluding shares and cash tied to equity awards and dissenting shares. Each Roku share carried $95.30 in cash and 0.9799 of a Fox Class A share, according to the company's closing press release.

On the closing date Fox borrowed $2.0 billion of term loans and $8.4 billion under a senior unsecured bridge facility, the 8-K shows. That totals $10.4 billion (computed), or about 73.8% of the roughly $14.1 billion cash consideration (computed). The remaining $3.7 billion (computed) is not explained in the filing's financing section.

The bridge facility matures 364 days after closing and Fox may prepay it at any time, the filing says. Fox also signed a $1.5 billion five-year unsecured revolving credit facility on November 6 and had not drawn on it, though about $29 million of letters of credit were issued under it.

Fox stockholders own about 74% of the combined company's common stock and former Roku stockholders about 26%, Fox said. The company described Roku's platform as reaching more than 100 million households. FinanceInTime covered the closing and the first-day borrowing when it happened.

The covenants and the savings Fox attached to the loans

Both the bridge and the revolver require an operating income leverage ratio of 4.5 to 1.0, subject to an increase for four quarters in certain situations connected with material acquisitions, the filing says. The amended term loan also permits full cash netting in calculating its financial covenant.

Fox said it expects about $400 million of run-rate cost synergies within two years of closing and that the deal will add to free cash flow per share by the second full year after closing. Those are the company's expectations, not results. Fox also listed "addressing the Company's significant combined indebtedness" among the risks that could cause results to differ.

What SoftBank agreed to pay, and what it needed from regulators

SoftBank signed the ABB agreement on October 8, 2025, for a total purchase price of $5.375 billion, subject to approvals including in the European Union, China and the United States. It said it expected to close in mid-to-late 2026, according to its announcement of the agreement.

ABB's robotics business had revenue of $2,279 million in the year ended December 2024, EBITDA of $313 million and about 7,000 employees, figures that SoftBank said were provided by ABB. The price equals about 2.4 times that revenue and 17.2 times that EBITDA (both computed).

SoftBank described the purchase as part of its strategy in AI robotics and said ABB would carve the business out into a newly established holding company, which SoftBank would then buy through a subsidiary.

On November 4, SoftBank said it was notified by China's Office of the Working Mechanism for Foreign Investment Security Review that the acquisition of ABB's robotics business in China was prohibited. The company said it is in close dialogue with ABB and "will promptly announce any decisions on matters requiring disclosure." It did not say what the two would change or whether it would still close. FinanceInTime reported the prohibition when SoftBank disclosed it.

Two deals, two kinds of exposure

Fox's exposure is measurable in its documents: amounts, maturities, covenants and a stated savings target. SoftBank's is a binary approval that sat outside the buyers' control and outside the price. The filings do not show why China decided as it did, and neither company has said so.

The comparison has a limit. One deal closed and one did not, and nothing in these documents shows that financing structure or regulatory risk decided either outcome. They differ in what a reader can check: Fox's debt can be measured against its covenant, while a regulator's decision can only be read after it is made.

A loan can be priced, a veto cannot

We think the two deals show a gap in how acquisitions are judged. Bridge loans, covenants and synergies get most of the analysis because they can be modeled, yet the SoftBank case shows the risk that cannot be modeled can end a deal outright. For Fox, our reading is that the figure to watch is how much of the $8.4 billion bridge is refinanced and how quickly, since a 364-day maturity leaves little room for a weak year.

The opportunity for Fox is that $400 million of savings, if achieved on the stated timetable, would help carry the debt. The threat is that integration costs or weaker advertising would push leverage toward the 4.5 to 1.0 limit. For SoftBank and ABB, we expect any revised structure to need the same China approval that was just refused, which makes a quick resolution unlikely. We would change this view if SoftBank announces a carve-out that China accepts, or if Fox discloses a refinancing of the bridge.

The view in this final section is FinanceInTime's editorial opinion, for information only. It is not investment, tax, legal or other advice, and it does not take your circumstances into account. Forecasts are uncertain and past results do not guarantee future ones.