8-KMaterial AgreementsRegulation FDExhibits & Filings

COMCAST CORP 8-K Report, Material Agreement (Feb 12, 2013)

Filed February 12, 2013For Securities:CMCSACCZ

Summary

Comcast Corporation (CMCSA) announced on February 12, 2013, a significant definitive agreement to acquire General Electric Company's (GE) remaining 49% equity interest in NBCUniversal for approximately $16.7 billion. This transaction, detailed in an 8-K filing, will result in Comcast gaining full ownership and control of NBCUniversal. The acquisition also includes NBCUniversal purchasing its occupied properties from GE for an additional $1.4 billion. This move represents a substantial step for Comcast in consolidating its media and entertainment assets. The financing for the deal is a mix of cash on hand, newly issued debt securities, and preferred stock from a newly formed holding company (HoldCo), which will be consolidated by Comcast. The company highlighted that the transaction is not subject to any financing condition, indicating strong confidence in its ability to close the deal. Furthermore, Comcast and NBCUniversal will provide cross-guarantees on each other's publicly traded debt securities after the closing, which may impact the credit profile for investors.

Key Highlights

  • 1Comcast to acquire GE's 49% stake in NBCUniversal for approximately $16.7 billion, achieving full ownership.
  • 2NBCUniversal to purchase its occupied real estate from GE for approximately $1.4 billion.
  • 3Transaction financed through a combination of $11.4 billion cash, $4.0 billion in HoldCo senior unsecured debt, $2.0 billion via credit facilities, and $725 million in HoldCo preferred stock.
  • 4A new holding company (HoldCo) will be created, whose debt securities and credit facility will be guaranteed by Comcast.
  • 5Comcast preferred stock issued to GE will pay a fixed dividend rate with specific put and call options for redemption.
  • 6The deal is subject to customary closing conditions, with a termination date of March 27, 2013.
  • 7Comcast and NBCUniversal will cross-guarantee each other's publicly traded debt securities post-closing.

Frequently Asked Questions

The total consideration for GE's 49% equity interest in NBCUniversal is approximately $16.7 billion. Additionally, NBCUniversal will purchase its occupied properties from GE for approximately $1.4 billion.

The financing will come from $11.4 billion in cash on hand, $4.0 billion in senior unsecured debt securities issued by a new holding company (HoldCo), $2.0 billion funded through credit facilities, and $725 million in HoldCo preferred stock.

The transaction is subject to customary closing conditions but is notably not contingent on financing. Either party can terminate the agreement if the transaction is not completed by March 27, 2013.

After closing, Comcast and NBCUniversal will guarantee each other's publicly traded debt securities. This could potentially strengthen the credit standing of both entities' debt offerings by broadening the pool of guaranteed obligations.