Comcast has sucked GE into a new venture that ’s 51 % owned by Comcast , 49 % owned by GE . But all you might handle about is that Comcast now has operate power of all NBC Universal properties , which include :
NBC , Hulu , USA , Bravo , Syfy , Oxygen , Versus , CNBC , MSNBC , Universal Pictures moving-picture show studio , Telemundo , Universal Studios parkland , Focus Features , and air rights to the 2012 Olympics .
No , I ca n’t see why this might be a bad thought at all .
PRESS RELEASE
COMCAST AND GE TO make conduce ENTERTAINMENT COMPANY Positions Comcast and NBCU to Lead the Next Phase of Media Industry ’s Evolution
Builds on Diverse Cable Portfolio , Accelerates Digital Offerings and Expands Customer Choice Entity Will Deliver substantial Cash Flow With Conservative Capital Structure NBCU Businesses value at $ 30 Billion , Comcast to Contribute Businesses Valued at $ 7.25 Billion Comcast To Own 51 % , GE 49 % interest group in NBCU Jeff Zucker to chair New York - found Venture _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
PHILADELPHIA , PA and FAIRFIELD , CT – Dec. 3 , 2009 – Comcast ( NASDAQ : CMCSA , CMCSK ) and General Electric ( NYSE : GE ) foretell today that they have bless a definitive agreement to form a joint venture that will be 51 percent possess by Comcast , 49 per centum owned by GE and managed by Comcast . The joint venture , which will consist of the NBC Universal ( NBCU ) businesses and Comcast ’s overseas telegram internet , regional mutant networks and sure digital properties and certain unconsolidated investment , will be well positioned to compete in an increasingly dynamic and private-enterprise media and digital environment .
The compounding of assets create a pass medium and entertainment company with the proven capability to provide some of the world ’s most popular entertainment , news and sports content , picture and film library to consumers anytime , anywhere . The joint venture will provide consumer the broadest potential access to contentedness , and support high - caliber , award - winning content development across all platforms including film , tv , and online . It will be cast anchor by an outstanding portfolio of cable networks and regional sports net that will answer for for about 80 percent of its Johnny Cash flow , including USA , Bravo , Syfy , E ! , Versus , CNBC and MSNBC . The joint speculation will be financially strong with a robust cash - flow - contemporaries potentiality .
Under the terms of the dealings , GE will contribute to the joint speculation NBCU ’s businesses value at $ 30 billion , including its line networks , filmed amusement , telecast amusement , theme parks , and unconsolidated investment , dependent to $ 9.1 billion in debt to third political party lenders . Comcast will contribute its cable television service networks including E ! , Versus and the Golf Channel , its ten regional sports web , and certain digital sensitive properties , collectively valued at $ 7.25 billion , and make a requital to GE of approximately $ 6.5 billion of cash open to certain registration base on various events between signing and closing .
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Comcast Chairman and Chief Executive Officer Brian Roberts said , “ This deal is a utter fit for Comcast and will allow us to become a loss leader in the development and distribution of multiplatform ‘ anytime , anywhere ’ media that American consumers are demanding . In particular , NBCU ’s fast- growing , extremely profitable transmission line connection are a gravid complement to our industry - leading statistical distribution business organisation . Today ’s denote dealings will increase our capabilities in message and line networks . At the same time , it will heighten consumer choice and accelerate the ontogeny of new digital products and service of process . GE has provided NBCU with a great home and has dramatically and positively transform the business . We are honored that under this agreement Comcast would take over the stewardship of this important collection of assets and are utterly attached to investing in NBCU and ensuring that it is a vivacious , financially strong companionship capable to boom in a speedily evolving marketplace by delivering innovative scheduling . We are especially proud of to be creating this novel joint venture with GE and Jeff Immelt and to have their carry on participation .
“ For Comcast , this dealings is strategically compelling and will get attractive fiscal return and build up shareholder value , ” proceed Roberts . “ It is also expected to be instantly accretive and will also allow us to keep our strong loyalty to deliver capital to shareholders – all while increasing the scale , capabilities and value of our cable statistical distribution , content and digital assets . Significantly , it is completely consistent with our intense focal point on value creation and our disciplined strategy of quest after profitable maturation in country complementary to our distribution business organisation . ”
GE Chairman and CEO Jeff Immelt said , “ The combination of Comcast ’s line and regional mutation web and digital media properties and NBCU will deliver strong returns for GE shareowner and business partners . NBCU has been a dandy business for GE over the past two decades . We have generate an average one-year return of 11 percent , while expanding into cable , movies , parks and outside media . We are reducing our ownership stake from 80 percent to 49 per centum of a more valuable entity . By doing so , GE gets a good note value for NBCU . This dealings will generate approximately $ 8 billion of immediate payment at close with an expected small after - tax gain . We have many opportunities to invest in our high - technology substructure businesses at attractive restitution . I think that the fresh NBCU will deliver note value for both Comcast and GE in the time to come . We will give consumers and advertisers more choice and our cable’s length and digital assets will be second to none . I am confident Brian Roberts and his team at Comcast will be smashing spouse . ”
Comcast also announced the institution of Comcast Entertainment Group ( CEG ) , which will house Comcast ’s interest in the joint speculation and will stand alongside Comcast Cable , which operates the ship’s company ’s traditional cable concern .
Comcast Chief Operating Officer Steve Burke said , “ Both Comcast and NBCU have splendid trail records of integrating and growing multi - billion dollar business , let in important subject acquisition . In addition , we have both developed some of the land ’s most popular programming and built many of the most watched and treasure networks in the industry . We are confident that we ’ll be even secure together , and seem ahead to shape with Jeff Zucker and the NBCU team to deliver the best consumer experience . ”
Jeff Zucker , current chair and CEO of NBCU , will be chief operating officer of the new joint venture and will describe to Burke . Zucker sound out , “ Combining the assets of NBCU , run from our suite of cable properties and two broadcast meshwork to a legendary film studio apartment and global theme park line , with the content assets and resources of Comcast , will enable us to continue to flourish in an ever - change media landscape painting . Consumers of all of our intersection – on screens magnanimous and small – will have the welfare of
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raise content and experience , delivered to them in new and good ways as a result of this dealing . This scar the scratch of a new era for NBCU , and I ’m genuinely excited that I will be leading this wonderful formation , along with the Comcast team , at this important clip in our history . ”
Headquarters for the line of work will stay on in New York . The joint venture board will have three directors nominate by Comcast and two nominated by GE .
Key Elements Of The Transaction :
• NBCU will adopt 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 imprint joint venture . Comcast will bring its computer programming stage business and certain other attribute valued at $ 7.25 billion .
• GE will acquire Vivendi ’s 20 % stake in NBCU for $ 5.8 billion . GE will purchase approximately 38 % of Vivendi ’s interest group ( or close to 7.66 % of all salient NBCU shares ) from Vivendi for $ 2 billion in September 2010 , if the Comcast dealings is not close 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 dealing close up .
• Comcast will make a payment to GE of approximately $ 6.5 billion in cash subject to certain adjustments based on various issue between sign language and closing .
• The raw venture will be 51 % have by Comcast and 49 % owned by GE . • GE expects to realize $ 9.8 billion pre - tax in John Cash before debt reduction and dealing fee and after buyout of the Vivendi stake . GE wait to realize approximately $ 8 billion in cash
after paying down the exist NBCU debt and dealing fee . • GE will be entitled to elect to cause the joint speculation to redeem one - one-half of its interest at year
3 1⁄2 and its remain pursuit at year 7 . The joint venture ’s obligations to complete those purchases will be subject to the venture ’s leveraging ratio not surmount 2.75X Earnings Before Interest Taxes Depreciation and Amortization and the speculation continue to hold investment - degree ratings . Comcast also has certain rights to purchase GE ’s interest group in the speculation at destine times . All such dealings would be done at a 20 % premium to public market note value with 50 % sharing of top above the closing evaluation .
• To the extent the joint venture is not required to meet GE ’s redemption asking , Comcast will provide a backstop up to a level best of $ 2.875 billion for the first repurchase and a total catcher of $ 5.750 billion .
The dealing has been approved by the Board of Directors of GE and Comcast . It is capable to receipt of various regulatory approvals , include clearance under the Hart - Scott - Rodino Antitrust Improvements Act , and approvals of the Federal Communications Commission and sure outside agencies . The dealing is also capable to other customary mop up atmospheric condition . NBCU has obtained $ 9.85 billion of committed financing through a syndicate of banks led by J.P. Morgan , Goldman Sachs , Morgan Stanley , BofA Merrill Lynch and Citi . This funding is await to meet solid investment - grade ratings from S&P and Moody ’s .
Comcast and GE intend to submit regulative applications supporting the pro - competitive and hard public involvement benefits of the transaction , including how the joint venture will better meet the entertainment , communication and selective information indigence of the American public .
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“ We are prepared to make approbatory commitments to ensure that the pro - consumer and public interest benefit of the dealings are realized , ” Roberts say . “ Today , we have announced a numeral of initial commitments that amplify on the capabilities that Comcast and NBCU have built over the year , and the raw opportunities that this combining makes possible . These commitments address the needs of various audiences and stakeholder , and we will provide additional item on these and other commitment in our public interest group filing with the Federal Communications Commission . ”
Advisors
Morgan Stanley is lead fiscal consultant to Comcast with UBS and BofA Merrill Lynch acting as co- advisors . Davis Polk & Wardwell LLP is Comcast ’s legal adviser . J.P. Morgan is lead financial adviser to GE with Goldman Sachs and Citi roleplay as co - advisors . Weil , Gotshal & Manges LLP is GE ’s and NBCU ’s legal advisor .
Teleconference and Webcast
Comcast will host a conference call with the financial community of interests today , December 3 , 2009 , at 8:30 a.m. Eastern Time ( ET ) to discuss this break of the day ’s promulgation with Comcast Chairman and CEO Brian L. Roberts , Comcast Chief Operating Officer Stephen B. Burke and Comcast Chief Financial Officer , Michael J. Angelakis . The league call will be broadcast live via the Company ’s Investor Relations web site at www.cmcsa.com or www.cmcsk.com . Those parties interested in enter via telephone should dial ( 800 ) 263- 8495 with the league ID identification number 44380493 . A telephone replay of the call will be useable on the Investor Relations website starting at 12:30 p.m. Eastern Time on December 3 , 2009 and will be available until December 8 , 2009 at midnight Eastern Time . To reach the rebroadcast , please dial ( 800 ) 642 - 1687 conference ID 44380493 .
GE will also host a webcast with the financial community today , December 3 , 2009 , at 8:30 a.m. Eastern Time / 7:30 a.m. Central Time to discuss this morning ’s proclamation with GE Chairman and CEO Jeff Immelt , GE Chief Financial Officer Keith Sherin and NBCU President and CEO Jeff Zucker . The webcast will be useable at www.ge.com/investors . A replay will be available later on in the twenty-four hours on the site .
extra media fabric are useable at www.ge.com/newnbcu , www.comcast.com/nbcutransaction and https://www.nbcumv.com/mv/.
The description of this dealings included in this jam release is qualified in its integrality by , and is capable to , the footing of the definitive support for the transaction to be charge by Comcast with the Securities and Exchange Commission on a Current Report on Form 8 - K.
About GE
GE ( NYSE : GE ) is a diversified substructure , finance and media company have on the world ’s toughest challenge . From aircraft engines and exponent generation to financial services , medical imaging , and tv programing , GE run in more than 100 countries and employs about 300,000 people worldwide . For more information , visit the party ’s internet internet site at www.ge.com .
About Comcast Corporation
Comcast Corporation ( Nasdaq : CMCSA , CMCSK ) ( www.comcast.com ) is one of the Carry Amelia Moore Nation ’s lead providers of amusement , information and communication intersection and services . With 23.8 million cablegram customers , 15.7 million high - speed net customers , and 7.4 million Comcast Digital Voice customers , Comcast is principally
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involved in the development , management and surgical procedure of cable system and in the delivery of programming content .
Comcast ’s subject matter internet and investiture let in E ! Entertainment Television , Style internet , Golf Channel , VERSUS , G4 , PBS KIDS Sprout , TV One , ten sports networks operated by Comcast Sports Group and Comcast Interactive Media , which acquire and operates Comcast ’s net line of work , including Comcast.net ( www.comcast.net ) . Comcast also has a legal age possession in Comcast - Spectacor , whose major holdings let in the Philadelphia Flyers NHL hockey team , the Philadelphia 76ers NBA basketball squad and two big multipurpose arenas in Philadelphia .
About NBC Universal :
NBC Universal is one of the world ’s leading media and entertainment society in the exploitation , production , and marketing of amusement , news program , and entropy to a global hearing . NBC Universal owns and operates a worthful portfolio of tidings and entertainment internet , a premiere motility picture ship’s company , substantial television production mathematical operation , a leading television stations grouping , and world - renowned theme ballpark . NBC Universal is 80 % owned by General Electric and 20 % owned by Vivendi .
Combined Assets / Properties
The asset and property have or controlled by the new joint venture will include some of the well have it off brands in the amusement manufacture , including :
• 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 bombastic TV groups , including :
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The NBC Television web ; Local broadcast TV station in ten top U.S. market including New York , Los Angeles , Chicago and Philadelphia ; The national Telemundo web and 16 Telemundo O&O stations in position such as Los Angeles , New York , Miami , Houston , Chicago and Dallas / Ft . Worth ;
• Preeminent television production functioning that grow Emmy Award deliver the goods programs like The Office , 30 Rock , Law & Order , Heroes , Saturday Night Live and The Tonight Show , as well as syndicate operation through NBC Universal Domestic and International Distribution and a 3,000 - title library of idiot box episodes ;
• NBC News , the lead origin of globular intelligence 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 programing 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 web ;
• Universal Pictures , which has produced Academy Award success Atonement , The Bourne Ultimatum , Brokeback Mountain , Ray and A Beautiful Mind , Focus Features , which recently produced off We Go , and an broad motion-picture show library with more than 4,000 titles through Universal Studios Home Entertainment ;
• tight growing digital medium properties including CNBC.com , iVillage , NBC.com , Fandango , and Daily Candy , which together generate more than 40 million unequaled users each calendar month ;
• Ownership of motif parks in Florida ( 50 % interest group ) , California ( 100 % interest ) and a financial interest in a radical park in Japan ;
• A minority interest in A&E , Biography , The History Channel , The Weather Channel , Lifetime and Hulu.com .
Comcast
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