8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

January 7, 2015

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

TWENTY-FIRST CENTURY FOX, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-32352	26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NO.)	(IRS EMPLOYER IDENTIFICATION NO.)

1211 Avenue of the Americas, New York, New York 10036

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

On January 7, 2015, 21st Century Fox America, Inc., a wholly-owned subsidiary of Twenty-First Century Fox, Inc. (the “Company”), announced that it has extended until January 21, 2015 at 5:00 p.m., New York City time, the expiration date of its offer to exchange (i) up to $600,000,000 of its 3.700% Senior Notes due 2024 for an equal amount of its privately placed 3.700% Senior Notes due 2024 issued on September 15, 2014 and (ii) up to $600,000,000 of its 4.750% Senior Notes due 2044 for an equal amount of its privately placed 4.750% Senior Notes due 2044 issued on September 15, 2014. The exchange offer had been scheduled to expire at 5:00 p.m., New York City time on January 6, 2015.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number	Description
99.1	Press release, dated January 7, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TWENTY-FIRST CENTURY FOX, INC. (REGISTRANT)
By:	/s/ Janet Nova
	Janet Nova
	Executive Vice President and Deputy Group General Counsel

Dated: January 7, 2015

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated January 7, 2015.

EX-99.1

Exhibit 99.1

  Investor Contacts: Reed Nolte 212-852-7092 | rnolte@21cf.com   Joe Dorrego 212-852-7856 | jdorrego@21cf.com   Press Contact: Nathaniel Brown 212-852-7746 | nbrown@21cf.com

21st Century Fox America, Inc. Extends Exchange Offer with

Respect to 3.700% Senior Notes due 2024 and 4.750% Senior

Notes due 2044

NEW YORK, NY, January 7, 2015 - 21st Century Fox America, Inc. (the “Issuer”), a wholly-owned subsidiary of Twenty-First Century Fox, Inc. (“21st Century Fox”), today announced that it has extended until January 21, 2015 at 5:00 p.m., New York City time, the expiration date of its offer to exchange (i) up to $600,000,000 of its 3.700% Senior Notes due 2024 for an equal amount of its privately placed 3.700% Senior Notes due 2024 (CUSIP Nos. 90131H AC9 and U88803 AA6) issued on September 15, 2014 (the “3.700% Original Notes”) and (ii) up to $600,000,000 of its 4.750% Senior Notes due 2044 for an equal amount of its privately placed 4.750% Senior Notes due 2044 (CUSIP Nos. 90131H AF2 and U88803 AB4) issued on September 15, 2014 (the “4.750% Original Notes”). The exchange offer had been scheduled to expire at 5:00 p.m., New York City time, on January 6, 2015. As of 5:00 p.m., New York City time, on January 6, 2015, approximately $595,850,000 in aggregate principal amount of the 3.700% Original Notes and approximately $599,800,000 in aggregate principal amount of the 4.750% Original Notes had been tendered and not withdrawn.

The terms of the exchange offer and other information relating to the Issuer are set forth in the prospectus dated December 5, 2014. Copies of the prospectus and the related letter of transmittal may be obtained from The Bank of New York Mellon, which is serving as the exchange agent for the exchange offer. The Bank of New York Mellon’s address, telephone and facsimile number are as follows:

The Bank of New York Mellon

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations - Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Christopher Landers

Telephone: (315) 414-3362

Facsimile Transmission: (732) 667-9408

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of an appropriate prospectus.

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About 21st Century Fox

21st Century Fox is the world’s premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 channels that comprise Fox International Channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50% ownership interest in Endemol Shine Group. The Company also holds a 39.1% ownership interest in Sky, Europe’s leading entertainment company, which serves 20 million customers across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

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