Fox Corp. and Roku Inc. said the U.S. Department of Justice has issued a Second Request for information and documents in its antitrust review of their proposed merger, putting the deal on a longer regulatory timetable than the initial Hart-Scott-Rodino waiting period.
The action does not block the transaction or disclose an agency finding against it. But it means the HSR waiting period now will not expire until 30 days after both companies have substantially complied with the request, unless the Justice Department ends the period earlier or the companies agree to extend it. Fox and Roku still expect the transaction to close in the first half of 2027, subject to regulatory, shareholder and other conditions.
Both companies disclosed receiving the request on Sept. 8 in separate current reports. Roku’s filing and a corresponding Fox filing provide the same procedural description: each company must supply additional material before the post-compliance 30-day period can begin.
What the Second Request changes
Hart-Scott-Rodino rules generally require parties to qualifying acquisitions to observe a pre-closing waiting period. A Second Request replaces that initial timetable with one tied to the companies’ substantial compliance. In practical terms, Fox and Roku must assemble and submit the requested information and documents before the next statutory 30-day clock starts.
The filings do not say what information the Justice Department requested, identify a market under review or describe a theory of competitive harm. Nor do they say how long the companies expect compliance to take. The disclosure therefore establishes a procedural extension, rather than a conclusion about the merger’s legality or its ultimate regulatory outcome.
An account by Whalesbook described the acquisition as a $22 billion transaction and discussed possible concerns involving the combination of Fox’s media assets and Roku’s streaming platform. Fox and Roku’s filings do not state a total transaction value or disclose those purported areas of Justice Department scrutiny. The $22 billion figure and discussion of possible competitive theories therefore remain attributed reporting, not terms established in the companies’ public merger documents.
Cash, stock and shareholder approvals remain in play
The companies signed their agreement on June 14. Under the merger agreement filed by Roku, Roku investors would receive $96 in cash plus 0.9693 of a share of Fox Class A common stock for each Roku share, subject to specified adjustments and exceptions.
That structure makes the ultimate value received by Roku holders partly dependent on Fox’s share price at closing. It also means Fox would issue equity rather than rely entirely on cash. Roku shareholders are expected to hold approximately 27% of the combined company on a pro forma basis after the deal closes, according to the agreement.
Several approvals remain outstanding. Roku shareholders must approve the merger, while Fox Class B shareholders must approve the issuance of Fox stock contemplated by the transaction. The deal also requires expiration or termination of the HSR waiting period, other specified regulatory approvals and Nasdaq approval for listing the Fox shares to be issued to Roku investors.
The corporate timetable had already advanced beyond the signing stage before the DOJ request. Fox filed a registration statement on Form S-4, including the stock-issuance prospectus and joint proxy materials, on Aug. 7. Roku said the registration statement became effective on Sept. 1, when the companies filed definitive joint proxy materials. The Sept. 8 Second Request arrived after those shareholder materials were in place, but before the regulatory condition could be satisfied.
A large contractual cost for a regulatory failure
The merger agreement allocates a substantial portion of the regulatory risk to Fox. In certain circumstances involving failure to obtain antitrust or investment-screening approvals, or an order preventing the transaction under the agreement’s terms, Fox could owe Roku a regulatory termination fee of $1.237262 billion. The exact payment obligation depends on the circumstances specified in the contract; the fee is not triggered simply because the Justice Department issued a Second Request.
Fox has also arranged acquisition financing. On June 30, it entered into a $1 billion senior unsecured term-loan facility, contingent on completion of the acquisition and other customary funding conditions. Fox said in its financing disclosure that proceeds would fund part of the cash consideration and related amounts. The facility is distinct from the deal’s aggregate valuation and does not establish a total purchase price.
The new request shifts attention to the pace of document production and the eventual start of the 30-day post-compliance period. Until then, the parties have no automatic HSR clearance date, even as their stated first-half-2027 target leaves time for shareholder votes, further regulatory work and any negotiated extension of the waiting period.
