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<TITLE> Twenty-First Century Fox, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	November 18, 2016
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	Twenty-First Century Fox, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-32352
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	26-0075658
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	1211 Avenue of the Americas, New York, New York
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	10036
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	212-852-7000
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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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:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<P align="left" style="font-size: 10pt"><FONT style="font-size: 11pt"><B>Item&nbsp;1.01. Entry into a Material Definitive Agreement</B>
</FONT>

<P align="left" style="font-size: 11pt; text-indent: 2%">The information included in Item&nbsp;2.03 of this Current Report on Form 8-K is incorporated by
reference into this Item&nbsp;1.01 of this Current Report on Form 8-K.


<P align="left" style="font-size: 11pt"><B>Item&nbsp;2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant</B>


<P align="left" style="font-size: 11pt; text-indent: 2%">On November&nbsp;18, 2016, 21st Century Fox America, Inc. (the &#147;Issuer&#148;), a wholly-owned subsidiary
of Twenty-First Century Fox, Inc., a Delaware corporation, (the &#147;Company&#148;), closed the private
placement of $850&nbsp;million in aggregate principal amount of Senior Notes (the &#147;Offering&#148;). The
Offering was conducted in two tranches consisting of (i) $450&nbsp;million of 3.375% Senior Notes due
November&nbsp;15, 2026 at the issue price of 99.807% (the &#147;3.375% Notes&#148;) and (ii) $400&nbsp;million of
4.750% Senior Notes due November&nbsp;15, 2046 at the issue price of 99.889% (the &#147;4.750% Notes,&#148; and
together with the 3.375% Notes, the &#147;Notes&#148;). The Notes were sold within the United States only to
qualified institutional buyers in reliance on Rule&nbsp;144A promulgated under the Securities Act of
1933, as amended (the &#147;Securities Act&#148;) and outside the United States in accordance with
Regulation&nbsp;S under the Securities Act. The Notes are guaranteed by the Company.


<P align="left" style="font-size: 11pt; text-indent: 2%">The Notes were sold pursuant to the indenture dated as of August&nbsp;25, 2009, as amended and
restated on February&nbsp;16, 2011, among the Issuer, the Company, as guarantor, and The Bank of New
York Mellon, as trustee (the &#147;Indenture&#148;).


<P align="left" style="font-size: 11pt; text-indent: 2%">Repayment of the Notes may be accelerated upon the occurrence of a change of control
triggering event specified in the Indenture. Upon the occurrence of a change of control triggering
event, the Issuer will be required to make an offer to purchase each series of Notes at a purchase
price in cash equal to 101% of their principal amount plus accrued and unpaid interest to the date
of repurchase. Under the Indenture, a change of control triggering event means a change of control
and a rating decline. A &#147;change of control&#148; means the occurrence of the following: any person (as
the term &#147;person&#148; is used in Section&nbsp;13(d)(3) or Section&nbsp;14(d)(2) of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;)) other than the Company, any subsidiary of the Company, any
employee benefit plan of either the Company or any subsidiary of the Company, or the Murdoch Family
(as defined in the Indenture), becomes the beneficial owner of 50% or more of the combined voting
power of the Company&#146;s then outstanding common stock entitled to vote generally for the election of
directors. A &#147;rating decline&#148; is defined as the occurrence of the following on, or within 90&nbsp;days
after, the earlier of (i)&nbsp;the occurrence of a change of control or (ii)&nbsp;public notice of the
occurrence of a change of control or the intention by the Company to effect a change of control
(which period shall be extended so long as the rating of the Securities (as defined in the
Indenture) is under publicly announced consideration for a possible downgrade by any of the rating
agencies), (a)&nbsp;in the event the Securities are rated by either rating agency on the rating date as
investment grade, the rating of the Securities shall be reduced so that the Securities are rated
below investment grade by both rating agencies, or (b)&nbsp;in the event the Securities are rated below
investment grade by both rating agencies on the rating date, the rating of the Securities by both
rating agencies shall be decreased by one or more gradations (including gradations within rating
categories as well as between rating categories).


<P align="left" style="font-size: 11pt; text-indent: 2%">Repayment of the Notes may be accelerated upon the occurrence of events of default specified
in the Indenture. The following events are defaults under the Indenture: (a)&nbsp;failure to pay the
principal of (or premium, if any, on) the applicable series of Notes when due; (b)&nbsp;failure to pay
any interest installment on the applicable series of Notes when due, if such failure continues for
30&nbsp;days; (c)&nbsp;failure to pay the deposit of any sinking fund payment, when and as due by the terms
of the applicable series of notes; (d)&nbsp;failure of the Issuer, the Company or any guarantor to
perform any other covenant under the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Securities other than the Notes), which continues for 90&nbsp;days
after written notice; and (e)&nbsp;certain events of bankruptcy, insolvency or reorganization of the
Issuer, the Company or any significant subsidiary of the Company.


<P align="left" style="font-size: 11pt; text-indent: 2%">Each series of the Notes is redeemable, as a whole or in part, at the Issuer&#146;s option, at any
time or from time to time, upon notice to the registered address of each holder of such series of
Notes at least 30&nbsp;days but not more than 60&nbsp;days prior to the redemption. Except as provided below,
the redemption price will be equal to the greater of (1)&nbsp;100% of the principal amount of the series
of Notes to be redeemed and (2)&nbsp;the sum of the present values of the Remaining Scheduled Payments
(as defined in the Notes) on such series of Notes discounted to the date of redemption, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to
the sum of the applicable Treasury Rate (as defined in the Notes) plus 20 basis points for the
3.375% Notes and 30 basis points for the 4.750% Notes. Accrued interest will be paid to the date of
the redemption. On and after August&nbsp;15, 2026, in the case of the 3.375% Notes, and on and after May
15, 2046, in the case of the 4.750% Notes, the Notes are redeemable at the Issuer&#146;s option, in
whole at any time or in part from time to time, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal
amount of such Notes being redeemed to such redemption date.


<P align="left" style="font-size: 11pt; text-indent: 2%">The Notes have not been registered under the Securities Act or applicable state securities
laws, and may not be offered or sold in the United States absent registration under the Securities
Act and applicable state securities laws or applicable exemptions from these registration
requirements.


<P align="left" style="font-size: 11pt; text-indent: 2%">In connection with the offering of the Notes, on November&nbsp;18, 2016, the Issuer, the Company
and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
LLC, as the initial purchasers, entered into a Registration Rights Agreement (the &#147;Registration
Rights Agreement&#148;). The Registration Rights Agreement provides that unless the exchange offer would
not be permitted by applicable law or the policy of the Securities and Exchange Commission (the
&#147;Commission&#148;), the Issuer will (i)&nbsp;file the exchange offer registration statement with the
Commission on or prior to 90&nbsp;days after the Notes were originally issued (the &#147;Issue Date&#148;), (ii)
use its reasonable best efforts to have the exchange offer registration statement declared
effective by the Commission on or prior to 180&nbsp;days after the Issue Date, and (iii)&nbsp;commence the
exchange offer and use its reasonable best efforts to issue, on or prior to 225&nbsp;days after the
Issue Date, exchange notes, in exchange for all Notes tendered prior thereto in the exchange offer.
In addition, under certain circumstances, the Issuer may be required to file a shelf registration
statement to cover resales of the Notes.


<P align="left" style="font-size: 11pt; text-indent: 2%">If (i)&nbsp;the Issuer fails to file any of the registration statements required by the
Registration Rights Agreement on or before the date specified for such filing, (ii)&nbsp;any of such
registration statements is not declared effective by the Commission on or prior to the date
specified for such effectiveness (the &#147;Effectiveness Target Date&#148;), (iii)&nbsp;the exchange offer is
required to be consummated under the Registration Rights Agreement and the Issuer fails to issue
exchange notes in exchange for all Notes properly tendered and not withdrawn in the exchange offer
within 45&nbsp;days of the Effectiveness Target Date with respect to the exchange offer registration
statement, or (iv)&nbsp;the shelf registration statement or the exchange offer registration statement is
declared effective but thereafter ceases to be effective or usable in connection with the exchange
offer or resales of registrable securities, as the case may be, during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i)&nbsp;through (iv)&nbsp;above, a
&#147;Registration Default&#148;), then the Issuer shall pay as liquidated damages additional interest
(&#147;Additional Interest&#148;) on the Notes as to which the Registration Default exists as set forth
herein. If a Registration Default exists with respect to the notes of a series, the interest rate
on such registrable securities of such series will increase, with respect to the first 90&nbsp;day
period (or portion thereof) while a Registration Default is continuing immediately following the
occurrence of such Registration Default, 0.25% per annum. The amount of liquidated damages will
increase by an additional 0.25% per annum at the beginning of each subsequent 90&nbsp;day period (or
portion thereof) while a Registration Default is continuing until all Registration Defaults have
been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Following the cure of
the Registration Default, Additional Interest as a result of the Registration Default shall cease
to accrue (but any accrued amount shall be payable) and the interest rate on the applicable Notes
will revert to the original rate if no other Registration Default has occurred and is continuing.



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	SIGNATURES
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	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.
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	Twenty-First Century Fox, Inc.
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	November 18, 2016
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	By:
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	/s/ Janet Nova
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	Name: Janet Nova
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<I>
	Title: Executive Vice President and Deputy Group General Counsel
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Twenty-First Century Fox, Inc. (Form: 8-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 18, 2016
Twenty-First Century Fox, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware
001-32352
26-0075658
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
1211 Avenue of the Americas, New York, New York
10036
_________________________________
(Address of principal executive offices)
___________
(Zip Code)
Registrant's telephone number, including area code:
212-852-7000
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))
Top of the Form
Item 1.01. Entry into a Material Definitive Agreement
The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 1.01 of this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On November 18, 2016, 21st Century Fox America, Inc. (the "Issuer"), a wholly-owned subsidiary
of Twenty-First Century Fox, Inc., a Delaware corporation, (the "Company"), closed the private
placement of $850 million in aggregate principal amount of Senior Notes (the "Offering"). The
Offering was conducted in two tranches consisting of (i) $450 million of 3.375% Senior Notes due
November 15, 2026 at the issue price of 99.807% (the "3.375% Notes") and (ii) $400 million of
4.750% Senior Notes due November 15, 2046 at the issue price of 99.889% (the "4.750% Notes," and
together with the 3.375% Notes, the "Notes"). The Notes were sold within the United States only to
qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act of
1933, as amended (the "Securities Act") and outside the United States in accordance with
Regulation S under the Securities Act. The Notes are guaranteed by the Company.
The Notes were sold pursuant to the indenture dated as of August 25, 2009, as amended and
restated on February 16, 2011, among the Issuer, the Company, as guarantor, and The Bank of New
York Mellon, as trustee (the "Indenture").
Repayment of the Notes may be accelerated upon the occurrence of a change of control
triggering event specified in the Indenture. Upon the occurrence of a change of control triggering
event, the Issuer will be required to make an offer to purchase each series of Notes at a purchase
price in cash equal to 101% of their principal amount plus accrued and unpaid interest to the date
of repurchase. Under the Indenture, a change of control triggering event means a change of control
and a rating decline. A "change of control" means the occurrence of the following: any person (as
the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) other than the Company, any subsidiary of the Company, any
employee benefit plan of either the Company or any subsidiary of the Company, or the Murdoch Family
(as defined in the Indenture), becomes the beneficial owner of 50% or more of the combined voting
power of the Company's then outstanding common stock entitled to vote generally for the election of
directors. A "rating decline" is defined as the occurrence of the following on, or within 90 days
after, the earlier of (i) the occurrence of a change of control or (ii) public notice of the
occurrence of a change of control or the intention by the Company to effect a change of control
(which period shall be extended so long as the rating of the Securities (as defined in the
Indenture) is under publicly announced consideration for a possible downgrade by any of the rating
agencies), (a) in the event the Securities are rated by either rating agency on the rating date as
investment grade, the rating of the Securities shall be reduced so that the Securities are rated
below investment grade by both rating agencies, or (b) in the event the Securities are rated below
investment grade by both rating agencies on the rating date, the rating of the Securities by both
rating agencies shall be decreased by one or more gradations (including gradations within rating
categories as well as between rating categories).
Repayment of the Notes may be accelerated upon the occurrence of events of default specified
in the Indenture. The following events are defaults under the Indenture: (a) failure to pay the
principal of (or premium, if any, on) the applicable series of Notes when due; (b) failure to pay
any interest installment on the applicable series of Notes when due, if such failure continues for
30 days; (c) failure to pay the deposit of any sinking fund payment, when and as due by the terms
of the applicable series of notes; (d) failure of the Issuer, the Company or any guarantor to
perform any other covenant under the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Securities other than the Notes), which continues for 90 days
after written notice; and (e) certain events of bankruptcy, insolvency or reorganization of the
Issuer, the Company or any significant subsidiary of the Company.
Each series of the Notes is redeemable, as a whole or in part, at the Issuer's option, at any
time or from time to time, upon notice to the registered address of each holder of such series of
Notes at least 30 days but not more than 60 days prior to the redemption. Except as provided below,
the redemption price will be equal to the greater of (1) 100% of the principal amount of the series
of Notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments
(as defined in the Notes) on such series of Notes discounted to the date of redemption, on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to
the sum of the applicable Treasury Rate (as defined in the Notes) plus 20 basis points for the
3.375% Notes and 30 basis points for the 4.750% Notes. Accrued interest will be paid to the date of
the redemption. On and after August 15, 2026, in the case of the 3.375% Notes, and on and after May
15, 2046, in the case of the 4.750% Notes, the Notes are redeemable at the Issuer's option, in
whole at any time or in part from time to time, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal
amount of such Notes being redeemed to such redemption date.
The Notes have not been registered under the Securities Act or applicable state securities
laws, and may not be offered or sold in the United States absent registration under the Securities
Act and applicable state securities laws or applicable exemptions from these registration
requirements.
In connection with the offering of the Notes, on November 18, 2016, the Issuer, the Company
and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
LLC, as the initial purchasers, entered into a Registration Rights Agreement (the "Registration
Rights Agreement"). The Registration Rights Agreement provides that unless the exchange offer would
not be permitted by applicable law or the policy of the Securities and Exchange Commission (the
"Commission"), the Issuer will (i) file the exchange offer registration statement with the
Commission on or prior to 90 days after the Notes were originally issued (the "Issue Date"), (ii)
use its reasonable best efforts to have the exchange offer registration statement declared
effective by the Commission on or prior to 180 days after the Issue Date, and (iii) commence the
exchange offer and use its reasonable best efforts to issue, on or prior to 225 days after the
Issue Date, exchange notes, in exchange for all Notes tendered prior thereto in the exchange offer.
In addition, under certain circumstances, the Issuer may be required to file a shelf registration
statement to cover resales of the Notes.
If (i) the Issuer fails to file any of the registration statements required by the
Registration Rights Agreement on or before the date specified for such filing, (ii) any of such
registration statements is not declared effective by the Commission on or prior to the date
specified for such effectiveness (the "Effectiveness Target Date"), (iii) the exchange offer is
required to be consummated under the Registration Rights Agreement and the Issuer fails to issue
exchange notes in exchange for all Notes properly tendered and not withdrawn in the exchange offer
within 45 days of the Effectiveness Target Date with respect to the exchange offer registration
statement, or (iv) the shelf registration statement or the exchange offer registration statement is
declared effective but thereafter ceases to be effective or usable in connection with the exchange
offer or resales of registrable securities, as the case may be, during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i) through (iv) above, a
"Registration Default"), then the Issuer shall pay as liquidated damages additional interest
("Additional Interest") on the Notes as to which the Registration Default exists as set forth
herein. If a Registration Default exists with respect to the notes of a series, the interest rate
on such registrable securities of such series will increase, with respect to the first 90 day
period (or portion thereof) while a Registration Default is continuing immediately following the
occurrence of such Registration Default, 0.25% per annum. The amount of liquidated damages will
increase by an additional 0.25% per annum at the beginning of each subsequent 90 day period (or
portion thereof) while a Registration Default is continuing until all Registration Defaults have
been cured, up to a maximum rate of Additional Interest of 0.50% per annum. Following the cure of
the Registration Default, Additional Interest as a result of the Registration Default shall cease
to accrue (but any accrued amount shall be payable) and the interest rate on the applicable Notes
will revert to the original rate if no other Registration Default has occurred and is continuing.
Top of the Form
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.
November 18, 2016
By:
/s/ Janet Nova
Name: Janet Nova
Title: Executive Vice President and Deputy Group General Counsel