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

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed February 12, 2013
Period End
February 12, 2013
Securities
CMCSACCZ
In the record · 2016–202610-K1110-Q328-K167

CMCSA filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 167 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · May ’16May ’16
  2. Leadership change8-K · Dec ’18Dec ’18
  3. Material agreement8-K · Mar ’21Mar ’21
  4. Leadership change8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed February 12, 2013. Cited figures are marked; the original filing is the authoritative source.

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 billiona.

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 billionb. 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.

02—Key points

Key Highlights

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

03—Questions

Frequently Asked Questions

  1. What is the total cost of Comcast acquiring the remaining stake in NBCUniversal?

    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.

  2. How is Comcast financing this acquisition?

    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.

  3. What are the key conditions for closing this transaction?

    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.

  4. What is the implication of the cross-guarantee on debt securities?

    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.

04—Continue

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