8-KLeadership ChangesMaterial Agreements

COMCAST CORP 8-K Report, Material Agreement (Nov 25, 2015)

Filed November 25, 2015For Securities:CMCSACCZ

Summary

Comcast Corporation (CMCSA) has filed an 8-K report detailing the finalization of a material definitive agreement to establish a new strategic company. This new entity, effective January 1, 2016, will focus on investing in and operating growth-oriented companies, with Michael J. Angelakis serving as its Chairman and CEO. Comcast will be the sole non-management investor, committing up to $4 billion in exchange for non-voting Class I shares and funding a $40 million annual management fee. The agreement also outlines the capital commitment and economic interests of the management team, led by Mr. Angelakis, through ManagementCo Shareholder and the Manager. This filing also confirms Mr. Angelakis's resignation from his roles as Vice Chairman and CFO of Comcast, effective June 30, 2015, and his formal separation from Comcast employment effective December 31, 2015. He will transition to a Senior Advisor role for Comcast starting January 1, 2016, receiving $100,000 annually. This strategic move signals Comcast's intent to focus on new investment avenues while retaining a strategic relationship with a key executive.

Key Highlights

  • 1Comcast entered into a shareholders agreement to establish a new strategic company focused on growth investments, effective January 1, 2016.
  • 2Michael J. Angelakis will serve as Chairman and CEO of the new strategic company.
  • 3Comcast commits up to $4 billion as the sole non-management investor in the new entity, receiving non-voting Class I shares.
  • 4Comcast will fund an annual $40 million management fee to the new company's manager.
  • 5The management team, led by Mr. Angelakis, will hold voting Class II shares and a significant portion of economic interests.
  • 6Michael J. Angelakis has resigned from his Comcast roles (VP and CFO) and will become a Senior Advisor to Comcast.
  • 7The new strategic company has a 10-year term, potentially extendable to 12 years.

Frequently Asked Questions

The new strategic company is designed to focus on investing in and operating growth-oriented companies, both domestically and internationally. Comcast will be its sole non-management investor.

Comcast has committed to invest up to $4 billion in the new strategic company. Additionally, Comcast will fund an annual $40 million management fee payable by the strategic company to its manager.

Michael J. Angelakis will serve as the Chairman and Chief Executive Officer of the new strategic company. He has also resigned from his prior executive roles at Comcast and will become a Senior Advisor to Comcast starting January 1, 2016.

Comcast will hold non-voting Class I shares. The management team, led by Mr. Angelakis, will hold voting Class II shares and also non-voting Class I shares. ManagementCo Shareholder, owned by the management team, will hold 100% of the voting Class II shares.