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agreement to buy controlling interest of NBC from GE for $6.5 billion
3, 2009) Comcast and General Electric announced today that they have
signed a definitive agreement to form a joint venture that will be 51
percent owned by Comcast, 49 percent owned by GE and managed by
Comcast. The joint venture, which will consist of the NBC Universal (NBCU)
businesses and Comcast's cable networks, regional sports networks and
certain digital properties and certain unconsolidated investments, will
be well positioned to compete in an increasingly dynamic and competitive
media and digital environment.
The combination of assets creates a leading media and entertainment
company with the proven capability to provide some of the world's most
popular entertainment, news and sports content, movies and film
libraries to consumers anytime, anywhere. The joint venture will provide
consumers the broadest possible access to content, and support
high-quality, award-winning content development across all platforms
including film, television, and online. It will be anchored by an
outstanding portfolio of cable networks and regional sports networks
that will account for about 80 percent of its cash flow, including USA,
Bravo, Syfy, E!, Versus, CNBC and MSNBC. The joint venture will be
financially strong with a robust cash-flow-generation capability.
Under the terms of the transaction, GE will contribute to the joint
venture NBCU's businesses valued at $30 billion, including its cable
networks, filmed entertainment, televised entertainment, theme parks,
and unconsolidated investments, subject to $9.1 billion in debt to third
party lenders. Comcast will contribute its cable networks including E!,
Versus and the Golf Channel, its ten regional sports networks, and
certain digital media properties, collectively valued at $7.25 billion,
and make a payment to GE of approximately $6.5 billion of cash subject
to certain adjustments based on various events between signing and
Comcast Chairman and Chief Executive Officer Brian Roberts said, "This
deal is a perfect fit for Comcast and will allow us to become a leader
in the development and distribution of multiplatform 'anytime, anywhere'
media that American consumers are demanding. In particular, NBCU's
fast-growing, highly profitable cable networks are a great complement to
our industry-leading distribution business. Today's announced
transaction will increase our capabilities in content and cable
networks. At the same time, it will enhance consumer choice and
accelerate the development of new digital products and services.
"For Comcast, this transaction is strategically compelling and will
generate attractive financial returns and build shareholder value,"
continued Roberts. "It is also expected to be immediately accretive and
will also allow us to maintain our strong commitment to returning
capital to shareholders-- all while increasing the scale, capabilities
and value of our cable distribution, content and digital assets.
Significantly, it is entirely consistent with our intense focus on value
creation and our disciplined strategy of pursuing profitable growth in
areas complementary to our distribution business."
GE Chairman and CEO Jeff Immelt said, "The combination of Comcast's
cable and regional sports networks and digital media properties and NBCU
will deliver strong returns for GE shareholders and business partners.
NBCU has been a great business for GE over the past two decades. We have
generated an average annual return of 11 percent, while expanding into
cable, movies, parks and international media. We are reducing our
ownership stake from 80 percent to 49 percent of a more valuable entity.
By doing so, GE gets a good value for NBCU."
Comcast also announced the creation of Comcast Entertainment Group (CEG),
which will house Comcast's interest in the joint venture and will stand
alongside Comcast Cable, which operates the company's traditional cable
Jeff Zucker, current president and CEO of NBCU, will be CEO of the new
joint venture and will report to Burke. Zucker said, "Combining the
assets of NBCU, ranging from our suite of cable properties and two
broadcast networks to a legendary film studio and global theme park
business, with the content assets and resources of Comcast, will enable
us to continue to thrive in an ever-changing media landscape. Consumers
of all of our products -- on screens large and small -- will have the
benefit of enhanced content and experiences, delivered to them in new
and better ways as a result of this transaction. This marks the start of
a new era for NBCU, and I'm genuinely excited that I will be leading
this wonderful organization, along with the Comcast team, at this
important time in our history."
Headquarters for the business will remain in New York. The joint venture
board will have three directors nominated by Comcast and two nominated
Key Elements Of The Transaction:
- NBCU will borrow approximately $9.1 billion from third-party lenders
and distribute the cash to GE.
- NBCU, valued at $30 billion, will be contributed to the newly formed
joint venture. Comcast will contribute its programming businesses and
certain other properties valued at $7.25 billion.
- GE will acquire Vivendi's 20% interest in NBCU for $5.8 billion. GE
will purchase approximately 38% of Vivendi's interest (or approximately
7.66% of all outstanding NBCU shares) from Vivendi for $2 billion in
September 2010, if the Comcast transaction is not closed by then. GE
will acquire the remaining 62% of Vivendi's interest (or approximately
12.34% of all outstanding NBCU shares) for $3.8 billion when the
- Comcast will make a payment to GE of approximately $6.5 billion in
cash subject to certain adjustments based on various events between
signing and closing.
- The new venture will be 51% owned by Comcast and 49% owned by GE.
- GE expects to realize $9.8 billion pre-tax in cash before debt
reduction and transaction fees and after buyout of the Vivendi stake. GE
expects to realize approximately $8 billion in cash after paying down
the existing NBCU debt and transaction fees.
- GE will be entitled to elect to cause the joint venture to redeem
one-half of its interest at year 3 ½ and its remaining interest at year
7. The joint venture's obligations to complete those purchases will be
subject to the venture's leverage ratio not exceeding 2.75X EBITDA and
the venture continuing to hold investment-grade ratings. Comcast also
has certain rights to purchase GE's interest in the venture at specified
times. All such transactions would be done at a 20% premium to public
market value with 50% sharing of upside above the closing valuation.
- To the extent the joint venture is not required to meet GE's
redemption requests, Comcast will provide a backstop up to a maximum of
$2.875 billion for the first redemption and a total backstop of $5.750
The transaction has been approved by the Board of Directors of GE and
Comcast. It is subject to receipt of various regulatory approvals,
including clearance under the Hart-Scott-Rodino Antitrust Improvements
Act, and approvals of the Federal Communications Commission and certain
international agencies. The transaction is also subject to other
customary closing conditions. NBCU has obtained $9.85 billion of
committed financing through a consortium of banks led by J.P. Morgan,
Goldman Sachs, Morgan Stanley, BofA Merrill Lynch and Citi. This
financing is expected to receive solid investment-grade ratings from S&P
Comcast and GE intend to submit regulatory applications supporting the
pro-competitive and strong public interest benefits of the transaction,
including how the joint venture will better meet the entertainment,
communications and information needs of the American public.
"We are prepared to make affirmative commitments to ensure that the
pro-consumer and public interest benefits of the transaction are
realized," Roberts said. "Today, we have announced a number of initial
commitments that expand on the capabilities that Comcast and NBCU have
built over the years, and the new opportunities that this combination
makes possible. These commitments address the needs of various
audiences and stakeholders, and we will provide additional details on
these and other commitments in our public interest filing with the
Federal Communications Commission."
Morgan Stanley is lead financial advisor to Comcast with UBS and BofA
Merrill Lynch acting as co-advisors. Davis Polk & Wardwell LLP is
Comcast's legal advisor. J.P. Morgan is lead financial advisor to GE
with Goldman Sachs and Citi acting as co-advisors. Weil, Gotshal &
Manges LLP is GE's and NBCU's legal advisor.
Additional media materials are available at www.ge.com/newnbcu,
www.comcast.com/nbcutransaction and https://www.nbcumv.com/mv/.
Comcast's content networks and investments include E! Entertainment
Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV
One, ten sports networks operated by Comcast Sports Group and Comcast
Interactive Media, which develops and operates Comcast's Internet
businesses, including Comcast.net (www.comcast.net). Comcast also has a
majority ownership in Comcast-Spectacor, whose major holdings include
the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA
basketball team and two large multipurpose arenas in Philadelphia.
About NBC Universal:
NBC Universal is one of the world's leading media and entertainment
companies in the development, production, and marketing of
entertainment, news, and information to a global audience. NBC Universal
owns and operates a valuable portfolio of news and entertainment
networks, a premier motion picture company, significant television
production operations, a leading television stations group, and
world-renowned theme parks. NBC Universal is 80% owned by General
Electric and 20% owned by Vivendi.
The assets and properties owned or controlled by the new joint venture
will include some of the best known brands in the entertainment
- Several of television's most successful cable networks, including USA,
Bravo, CNBC, MSNBC, Syfy, E!, Style, Versus and the Golf Channel;
- One of the nation's largest television groups, including:
The NBC Television Network;
- Local broadcast TV stations in ten top U.S. markets including New
York, Los Angeles, Chicago and Philadelphia;
The national Telemundo Network and 16 Telemundo O&O stations in
locations such as Los Angeles, New York, Miami, Houston, Chicago and
- Preeminent television production operations that produce Emmy Award
winning programs like The Office, 30 Rock, Law & Order, Heroes, Saturday
Night Live and The Tonight Show, as well as syndicate operations through
NBC Universal Domestic and International Distribution and a 3,000-title
library of television episodes;
- NBC News, the leading source of global news and information in the
United States with top-rated programs such as Nightly News with Brian
Williams, Today and Meet the Press;
- A robust sports programming lineup featuring the Olympics (through
2012), NBC Sunday Night Football, NHL/Stanley Cup, PGA Tour, US Open,
Ryder Cup, Wimbledon and the Kentucky Derby, Versus, Golf Channel and
Comcast's 10 regional sports networks;
- Universal Pictures, which has produced Academy Award winners
Atonement, The Bourne Ultimatum, Brokeback Mountain, Ray and A Beautiful
Mind, Focus Features, which recently produced Away We Go, and an
extensive movie library with more than 4,000 titles through Universal
Studios Home Entertainment;
- Fast growing digital media properties including CNBC.com, iVillage,
NBC.com, Fandango, and Daily Candy, which together generate more than 40
million unique users each month;
- Ownership of theme parks in Florida (50% interest), California (100%
interest) and a financial interest in a theme park in Japan;
- A minority interest in A&E, Biography, The History Channel, The
Weather Channel, Lifetime and Hulu.com.