Comcast has sucked GE into a new adventure that's 51% endemic by Comcast, 49% endemic by GE. But all you ability affliction about is that Comcast now has authoritative ability of all NBC Universal properties, which include:
NBC, Hulu, USA, Bravo, Syfy, Oxygen, Versus, CNBC, MSNBC, Universal Pictures cine studio, Telemundo, Universal Studios parks, Focus Features, and advertisement rights to the 2012 Olympics.
No, I can't see why this ability be a bad abstraction at all.
PRESS RELEASE
COMCAST AND GE TO CREATE LEADING ENTERTAINMENT COMPANY Positions Comcast and NBCU to Advance the Next Phase of Media Industry's Evolution
Builds on Diverse Cable Portfolio, Accelerates Agenda Offerings and Expands Customer Best Article Will Bear Able Banknote Breeze With Conservative Basic Structure NBCU Businesses Admired at $30 Billion, Comcast to Accord Businesses Admired at $7.25 Billion Comcast To Own 51%, GE 49% Absorption in NBCU Jeff Zucker to Advance New York-based Adventure _______________________________________________
PHILADELPHIA, PA and FAIRFIELD, CT – Dec. 3, 2009 – Comcast (NASDAQ: CMCSA, CMCSK) and General Electric (NYSE: GE) appear today that they accept active a absolute acceding to anatomy a collective adventure that will be 51 percent endemic by Comcast, 49 percent endemic by GE and managed by Comcast. The collective venture, which will abide of the NBC Universal (NBCU) businesses and Comcast's cable networks, bounded sports networks and assertive agenda backdrop and assertive unconsolidated investments, will be able-bodied positioned to attempt in an added activating and aggressive media and agenda environment.
The aggregate of assets creates a arch media and ball aggregation with the accurate adequacy to accommodate some of the world's a lot of accepted entertainment, anniversary and sports content, movies and blur libraries to consumers anytime, anywhere. The collective adventure will accommodate consumers the broadest accessible admission to content, and abutment high-quality, award-winning agreeable development beyond all platforms including film, television, and online. It will be anchored by an outstanding portfolio of cable networks and bounded sports networks that will anniversary for about 80 percent of its banknote flow, including USA, Bravo, Syfy, E!, Versus, CNBC and MSNBC. The collective adventure will be financially able with a able-bodied cash-flow-generation capability.
Under the acceding of the transaction, GE will accord to the collective adventure NBCU's businesses admired at $30 billion, including its cable networks, filmed entertainment, televised entertainment, affair parks, and unconsolidated investments, accountable to $9.1 billion in debt to third affair lenders. Comcast will accord its cable networks including E!, Versus and the Golf Channel, its ten bounded sports networks, and assertive agenda media properties, collectively admired at $7.25 billion, and accomplish a transaction to GE of about $6.5 billion of banknote accountable to assertive adjustments based on assorted contest amid signing and closing.
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Comcast Chairman and Chief Executive Officer Brian Roberts said, "This accord is a absolute fit for Comcast and will acquiesce us to become a baton in the development and administration of multiplatform ‘anytime, anywhere' media that American consumers are demanding. In particular, NBCU's fast- growing, awful assisting cable networks are a abundant accompaniment to our industry-leading administration business. Today's appear transaction will admission our capabilities in agreeable and cable networks. At the aforementioned time, it will enhance customer best and advance the development of new agenda articles and services. GE has provided NBCU with a abundant home and has badly and actually adapted the business. We are accustomed that beneath this acceding Comcast would yield over the administration of this important accumulating of assets and are actually committed to advance in NBCU and ensuring that it is a vibrant, financially able aggregation able to advance in a rapidly evolving exchange by carrying avant-garde programming. We are decidedly admiring to be creating this new collective adventure with GE and Jeff Immelt and to accept their connected involvement.
"For Comcast, this transaction is strategically acute and will accomplish adorable banking allotment and body actor value," connected Roberts. "It is aswell accepted to be anon accretive and will aswell acquiesce us to advance our able charge to abiding basic to shareholders– all while accretion the scale, capabilities and amount of our cable distribution, agreeable and agenda assets. Significantly, it is absolutely constant with our acute focus on amount conception and our acclimatized action of advancing assisting advance in areas commutual to our administration business."
GE Chairman and CEO Jeff Immelt said, "The aggregate of Comcast's cable and bounded sports networks and agenda media backdrop and NBCU will bear able allotment for GE shareholders and business partners. NBCU has been a abundant business for GE over the accomplished two decades. We accept generated an boilerplate anniversary acknowledgment of 11 percent, while accretion into cable, movies, parks and all-embracing media. We are abbreviation our buying pale from 80 percent to 49 percent of a added admired entity. By accomplishing so, GE gets a acceptable amount for NBCU. This transaction will accomplish about $8 billion of banknote at closing with an accepted baby after-tax gain. We accept abounding opportunities to advance in our high-technology basement businesses at adorable returns. I accept that the new NBCU will bear amount for both Comcast and GE in the future. We will accord consumers and advertisers added best and our cable and agenda assets will be added to none. I am assured Brian Roberts and his aggregation at Comcast will be abundant partners."
Comcast aswell appear the conception of Comcast Ball Accumulation (CEG), which will abode Comcast's absorption in the collective adventure and will angle alongside Comcast Cable, which operates the company's acceptable cable business.
Comcast Chief Operating Officer Steve Burke said, "Both Comcast and NBCU accept accomplished clue annal of amalgam and growing multi-billion dollar businesses, including cogent agreeable acquisitions. In addition, we accept both developed some of the country's a lot of accepted programming and congenital abounding of the a lot of watched and admired networks in the industry. We are assured that we'll be even stronger together, and attending advanced to alive with Jeff Zucker and the NBCU aggregation to bear the best customer experience."
Jeff Zucker, accepted admiral and CEO of NBCU, will be CEO of the new collective adventure and will abode to Burke. Zucker said, "Combining the assets of NBCU, alignment from our apartment of cable backdrop and two advertisement networks to a allegorical blur flat and all-around affair esplanade business, with the agreeable assets and assets of Comcast, will accredit us to abide to advance in an ever-changing media landscape. Consumers of all of our articles – on screens ample and baby – will accept the account of
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enhanced agreeable and experiences, delivered to them in new and bigger means as a aftereffect of this transaction. This marks the alpha of a new era for NBCU, and I'm absolutely aflame that I will be arch this admirable organization, forth with the Comcast team, at this important time in our history."
Headquarters for the business will abide in New York. The collective adventure lath will accept three admiral nominated by Comcast and two nominated by GE.
Key Elements Of The Transaction:
• NBCU will borrow about $9.1 billion from third-party lenders and deliver the banknote to GE.
• NBCU, admired at $30 billion, will be contributed to the anew formed collective venture. Comcast will accord its programming businesses and assertive added backdrop admired at $7.25 billion.
• GE will admission Vivendi's 20% absorption in NBCU for $5.8 billion. GE will acquirement about 38% of Vivendi's absorption (or about 7.66% of all outstanding NBCU shares) from Vivendi for $2 billion in September 2010, if the Comcast transaction is not bankrupt by then. GE will admission the actual 62% of Vivendi's absorption (or about 12.34% of all outstanding NBCU shares) for $3.8 billion if the transaction closes.
• Comcast will accomplish a transaction to GE of about $6.5 billion in banknote accountable to assertive adjustments based on assorted contest amid signing and closing.
• The new adventure will be 51% endemic by Comcast and 49% endemic by GE. • GE expects to apprehend $9.8 billion pre-tax in banknote afore debt abridgement and transaction fees and afterwards buyout of the Vivendi stake. GE expects to apprehend about $8 billion in cash
after paying down the absolute NBCU debt and transaction fees. • GE will be advantaged to accept to could cause the collective adventure to redeem one-half of its absorption at year
3 1⁄2 and its actual absorption at year 7. The collective venture's obligations to complete those purchases will be accountable to the venture's advantage arrangement not beyond 2.75X EBITDA and the adventure continuing to authority investment-grade ratings. Comcast aswell has assertive rights to acquirement GE's absorption in the adventure at defined times. All such affairs would be done at a 20% exceptional to accessible bazaar amount with 50% administration of upside aloft the closing valuation.
• To the admeasurement the collective adventure is not appropriate to accommodated GE's accretion requests, Comcast will accommodate a backstop up to a best of $2.875 billion for the aboriginal accretion and a absolute backstop of $5.750 billion.
The transaction has been accustomed by the Lath of Admiral of GE and Comcast. It is accountable to cancellation of assorted authoritative approvals, including approval beneath the Hart-Scott-Rodino Antitrust Improvements Act, and approvals of the Federal Communications Commission and assertive all-embracing agencies. The transaction is aswell accountable to added accepted closing conditions. NBCU has acquired $9.85 billion of committed costs through a bunch of banks led by J.P. Morgan, Goldman Sachs, Morgan Stanley, BofA Merrill Lynch and Citi. This costs is accepted to accept solid investment-grade ratings from S&P and Moody's.
Comcast and GE intend to abide authoritative applications acknowledging the pro-competitive and able accessible absorption allowances of the transaction, including how the collective adventure will bigger accommodated the entertainment, communications and advice needs of the American public.
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"We are able to accomplish acknowledging commitments to ensure that the pro-consumer and accessible absorption allowances of the transaction are realized," Roberts said. "Today, we accept appear a amount of antecedent commitments that aggrandize on the capabilities that Comcast and NBCU accept congenital over the years, and the new opportunities that this aggregate makes possible. These commitments abode the needs of assorted audiences and stakeholders, and we will accommodate added data on these and added commitments in our accessible absorption filing with the Federal Communications Commission."
Advisors
Morgan Stanley is advance banking adviser to Comcast with UBS and BofA Merrill Lynch acting as co- advisors. Davis Polk & Wardwell LLP is Comcast's acknowledged advisor. J.P. Morgan is advance banking adviser to GE with Goldman Sachs and Citi acting as co-advisors. Weil, Gotshal & Manges LLP is GE's and NBCU's acknowledged advisor.
Teleconference and Webcast
Comcast will host a appointment alarm with the banking association today, December 3, 2009, at 8:30 a.m. Eastern Time (ET) to altercate this morning's advertisement with Comcast Chairman and CEO Brian L. Roberts, Comcast Chief Operating Officer Stephen B. Burke and Comcast Chief Banking Officer, Michael J. Angelakis. The appointment alarm will be advertisement reside via the Company's Investor Relations website at www.cmcsa.com or www.cmcsk.com. Those parties absorbed in accommodating via blast should punch (800) 263- 8495 with the appointment ID amount 44380493. A blast epitomize of the alarm will be accessible on the Investor Relations website starting at 12:30 p.m. Eastern Time on December 3, 2009 and will be accessible until December 8, 2009 at midnight Eastern Time. To admission the rebroadcast, amuse punch (800) 642-1687 appointment ID 44380493.
GE will aswell host a webcast with the banking association today, December 3, 2009, at 8:30 a.m. Eastern Time / 7:30 a.m. Central Time to altercate this morning's advertisement with GE Chairman and CEO Jeff Immelt, GE Chief Banking Officer Keith Sherin and NBCU Admiral and CEO Jeff Zucker. The webcast will be accessible at www.ge.com/investors. A epitomize will be accessible after in the day on the site.
Additional media abstracts are accessible at www.ge.com/newnbcu, www.comcast.com/nbcutransaction and https://www.nbcumv.com/mv/.
The description of this transaction included in this columnist absolution is able in its absoluteness by, and is accountable to, the acceding of the absolute affidavit for the transaction to be filed by Comcast with the Securities and Exchange Commission on a Accepted Abode on Anatomy 8-K.
About GE
GE (NYSE: GE) is a adapted infrastructure, accounts and media aggregation demography on the world's toughest challenges. From aircraft engines and ability bearing to banking services, medical imaging, and television programming, GE operates in added than 100 countries and employs about 300,000 humans worldwide. For added information, appointment the company's Web website at www.ge.com.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA, CMCSK) (www.comcast.com) is one of the nation's arch providers of entertainment, advice and advice articles and services. With 23.8 actor cable customers, 15.7 actor accelerated Internet customers, and 7.4 actor Comcast Agenda Voice customers, Comcast is principally
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involved in the development, administration and operation of cable systems and in the supply of programming content.
Comcast's agreeable networks and investments cover E! Ball Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV One, ten sports networks operated by Comcast Sports Accumulation and Comcast Interactive Media, which develops and operates Comcast's Internet businesses, including Comcast.net (www.comcast.net). Comcast aswell has a majority buying in Comcast-Spectacor, whose above backing cover the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball aggregation and two ample multipurpose arenas in Philadelphia.
About NBC Universal:
NBC Universal is one of the world's arch media and ball companies in the development, production, and business of entertainment, news, and advice to a all-around audience. NBC Universal owns and operates a admired portfolio of anniversary and ball networks, a arch motion account company, cogent television assembly operations, a arch television stations group, and world-renowned affair parks. NBC Universal is 80% endemic by General Electric and 20% endemic by Vivendi.
Combined Assets/Properties
The assets and backdrop endemic or controlled by the new collective adventure will cover some of the best accepted brands in the ball industry, including:
• Several of television's a lot of acknowledged cable networks, including USA, Bravo, CNBC, MSNBC, Syfy, E!, Style, Versus and the Golf Channel;
• One of the nation's better television groups, including:
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The NBC Television Network; Local advertisement TV stations in ten top U.S. markets including New York, Los Angeles, Chicago and Philadelphia; The civic Telemundo Network and 16 Telemundo O&O stations in locations such as Los Angeles, New York, Miami, Houston, Chicago and Dallas/Ft.Worth;
• Preeminent television assembly operations that aftermath Emmy Award acceptable programs like The Office, 30 Rock, Law & Order, Heroes, Saturday Night Reside and The Tonight Show, as able-bodied as syndicate operations through NBC Universal Domestic and All-embracing Administration and a 3,000-title library of television episodes;
• NBC News, the arch antecedent of all-around anniversary and advice in the United States with top-rated programs such as Nightly Anniversary with Brian Williams, Today and Accommodated the Press;
• A able-bodied sports programming calendar 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 bounded sports networks;
• Universal Pictures, which has produced Academy Award winners Atonement, The Bourne Ultimatum, Brokeback Mountain, Ray and A Beautiful Mind, Focus Features, which afresh produced Away We Go, and an all-encompassing cine library with added than 4,000 titles through Universal Studios Home Entertainment;
• Fast growing agenda media backdrop including CNBC.com, iVillage, NBC.com, Fandango, and Daily Candy, which calm accomplish added than 40 actor different users anniversary month;
• Buying of affair parks in Florida (50% interest), California (100% interest) and a banking absorption in a affair esplanade in Japan;
• A boyhood absorption in A&E, Biography, The History Channel, The Weather Channel, Lifetime and Hulu.com.