As expected, Comcast voiced a buyout of NBC this morning, as good as you have a couple of d etails of seductiveness to E ngadget readers as good as fans of rom-coms alike. Essentially, Comcast right away owns 51 percent of NBC-Universal to GE’s 49 percent as good as will conduct a entity — leveraging a newly acquired calm with their infrastructure. On an investo r call (reported by All Things Digital) a reduced time ago, Comcast CEO Brian Roberts emphasized which a association paid for “a garland of essential wire channels” as good as “some thesis parks, too” (we consider which last partial was a joke). Not so funny, of course, is a film college of music that’ s seen improved years as good as a promote network that’s been described elsewhere as “faltering.” When asked about TV Everywhere as good as Hulu, Com expel COO Steve Burke annals which “NBC has been clever not to put as good many wire calm upon a Internet. We consider that’s a intelligent strategy… We consider which starting f orward, you’re starting to go upon to have giveaway promote things upon Hulu, as good as wire things upon TV Everywhere.” As for rumors of Hulu Premium? “That’s definitely not in a cards.” Web-based TV fanatics will be gratified to note which Roberts appears to be in your court: “We adore Hulu as good as have no vigilant to vanquish it similar to a bug.” That’s all good as good as good, though as you know nothing’s last unt il a supervision has a say: a FCC, a Federal Trade Commission, as good as a Justi ce Department have been all sure to have strongly reason opinions upon a matter. PR after a break.Show full PR textComcast as good as GE to Create Leading Entertainment Company
Positions Comcast as good as NBCU to Lead a Next Phase of Media Industry’s Evolution
Builds upon Diverse Cable Portfolio, Accelerates Digital Offerings as good as Expands Customer Choice
Entity Will Deliver Strong Cash Flow With Conservative Capi tal Structure
NBCU Businesses Valued during $30 Billion, Comcast to Contribute Businesses Va lued during $7.25 Billion
Comcast To Own 51%, GE 49% Interest in NBCU
Jeff Zucker to Lead New York-based Venture
PHILADELPHIA & FAIRFIELD, Conn.–(BUSINESS WIRE)–Comcast (NASDAQ: CMCSA - News, CMCSK - News) as good as General Electric (NYSE: GE - News) voiced currently which they have sealed a decisive agreement to form a corner try which will be 51 percent owned by Comcast, 49 pe rcent owned by GE as good as managed by Comcast. The corner venture, which will embody of a NBC Universal (NBCU) businesses as good as Comcast’s wire ne tworks, informal sports networks as good as certai n digital properties as good as sure unconsolidated investments, will be good positioned to contest in an increasingly energetic as good as rival media as good as digital environment.
The multiple of resources creates a heading media as good as celebration association with a proven capacity to yield a little of a world’s many renouned entertainment, headlines as good as sports content, cinema as good as film libraries to consumers a nytime, anywhere. The corner try will yield consumers a broadest po ssible entrance to content, as good as await high-quality, award-winning calm growth opposite all platforms together with film, television, as good as online. It will be anchored by an superb portfolio of wire networks as good as informal sports networks which will comment for about 80 percent of a c charcoal flow, together with USA, Br avo, Syfy, E!, Versus, CNBC as good as MSNBC. The corner try will be financially clever with a clever cash-flow-generat ion capability.
Under a conditions of a transaction, GE wi ll minister to a corner try NBCU’s businesses valued during $30 billion, together with a wire networks, filmed entertainment, televised entertainment, thesis parks, as good as unconsolidated investments, thesis to $9.1 billion in debt to third celebration lenders. Comcast will minister a wire networks together with E!, Versus as good as a Golf Channel, a 10 informal sports networks, as good as sure digital media properties, collectively valued during $7.25 billion, as good as have a remuneration to GE of you estimate $6.5 billion of money thesis to sure adjustments formed upon assorted events in in in between signing as good as closing.
Comcast Chairman as good as Chief Executive Officer Brian Roberts said, “This understanding is a undiluted fit for Comca st as good as will concede us to turn a personality in a growth as good as placement of multiplatform ‘anytime, anywhere’ media which American consumers have been demanding. In particular, NBCU’s fast-growing, rarely essential wire networks have been a good element to a industry-leading placement bu siness. Today’s voiced contract will enlarge a capabilities in co ntent as good as wire networks. At a same time, it will enhanc e consumer preference as good as accelerate a growth of brand brand brand brand brand brand brand brand brand brand brand brand brand new digital products as good as services. GE has supposing NBCU with a good home as good as has dramatically as good as definitely remade a business. We have been respected which underneath this agreement Comcast would take over a stewardship of this critical pick up of resources as good as have been positively committed to investing in NBCU as good as ensuring which it is a vibrant, financially clever association means to flower in a fast elaborating marketplace by delivering innovative programming. We have been quite gratified to be formulating this brand brand brand brand brand brand brand brand brand brand brand brand brand new corner try with GE as good as Jeff Immelt as good as to have their go upon d involvement.
“For Comcast, this contract is strategically c ompelling as good as will beget tasteful monetary lapse s as good as set up shareho lder value,” a single after another Roberts. “It is additionally approaching to be rught away accretive as good as will additionally concede us to say a clever joining to returning collateral to shareholders– all whilst augmenting a scale, capabilities as good as va lue of a wire distribution, criminal tent as good as digital assets. Significantly, it is wholly unchanging with a heated concentration upon worth origination as good as a trained plan of posterior essential g rowth in areas interrelated to a placement business.”
GE Chairman as good as CEO Jeff Immelt sai d, “The combina tion of Comcast’s wire as good as informal sports networks as good as digital media properties as good as NBCU will broach clever earnings for GE shareholders as good as commercial operation partners. NBCU has bee n a good commercial operation for GE over a past dual decades. We have generated an normal annual lapse of eleven percent, whilst expanding in to cable, movies, parks as good as general media. We have been shortening a tenure seductiveness from 80 percent to 49 percent of a some-more profitable entity. By you do so, GE gets a good worth for NBCU. This contract will beget you estimate $8 billion of money during shutting with an approaching tiny after-tax gain. We have many opportunities to deposit in a high-technology infrastructure businesses during during tractive returns. you reason which a brand brand brand brand brand brand brand brand brand brand brand brand brand new NBCU will broach worth for both Comcast as good as GE in a future. We will give consum ers as good as advertisers some-more preference as good as a wire as good as digital resources will be second to none. you am assured Brian Roberts as good as his organisation during Comcast will be good partners.”
Comcast additionally voiced a origination of Comcast Entertainment Group (CEG), which will residence Comcast’s seductiveness in a corner try as good as will mount to a single side Comcast Cable, whi ch operates a company’s normal wire business.
Comcast Chief Operating Officer Steve Burke said, “Both Comcast as good as NBCU have glorious lane annals of integrating as good as flourishing multi-billion dollar businesses, together with poignant calm acquisitions. In addition, you ha ve both grown a little of a country’s many renouned programming as good as built many of a mo st watched as good as val ued networks in a industry. We have been assured which we’ll be even stronger together, as good as demeanour brazen to operative with Jeff Zucker as good as a NBCU organisation to broach a many appropriate consumer experience.”
J eff Zucker, stream boss as good as CEO of NBCU, will be CEO of a brand brand brand brand brand brand brand brand brand brand brand brand brand new stick upon t try as good as will inform to Burke. Zucker sai d, “Combining a resources of NBCU, trimming from a apartment of wire properties as good as dual promote networks to a mythological film college of music as good as tellurian thesis play ground business, with a calm resources as good as resources of Comcast, will capacitate us to go upon to flower in an ever-changing media landscape. Consumers of all of a products – upon screens vast as good as tiny – wil l have a good of extended calm as good as experiences, delivered to them in brand brand brand brand brand brand brand brand brand brand brand brand brand new as good as improved ways as a outcome of this transaction. This outlines a sta rt of a brand brand brand brand brand brand brand brand brand brand brand brand brand new epoch for NBCU, as good as I’m honestly vehement which you will be heading this smashing organization, along with a Comcast team, during this critical time in a history.”
Headquarters for a commercial operation will r emain in New York. The corner try house will have 3 directors nominated by Comcast as good as dual nominated by GE.
Key Elements Of The Transaction:
* NBCU will steal you estimate $9.1 billion from third-party lenders as good as distribu te a money to GE.
* NBCU, valued during $30 billion, will be contributed to a newly form ed corner venture. Comcast wil l minister a programming businesses as good as sure alternative properties valued during $7.25 billion.
* GE will take Vivendi’s 20% seductiveness in NBCU for $5.8 billion. GE will squeeze you estimate 38% of Vivendi’s seductiveness (or you estimate 7.66% of all superb NBCU shares) from Vivendi for $2 billion in Sep 2010, if a Comcast contract is not sealed by then. GE will take a superfluous 62% of Vivendi’s seductiveness (or you estimate 12.34% of all superb NBCU shares) for $3.8 billion when a contract closes.
* Comcast will have a remuneration to GE of you estimate $6.5 billion in money thesis to sure adjustments formed upon assorted events in in in between signi ng as good as closing.
* The brand brand brand brand brand brand brand brand brand brand brand brand brand new try will be 51% owned by Comcast as good as 49% owned by GE.
* GE expects to comprehend $9.8 billion pre-tax in money prior to debt rebate as good as contract fees as good as after buyout of a Vivendi stake. GE expects to comprehend you estimate $8 billion in money after profitable down a existent NBCU debt as good as contract fees.
* GE will be entitled to elect to means a corner try to set free one-half of a seductiveness during year 3 as good as a superfluous seductiveness during year 7. The corner venture’s obligations to finish those purchases will be thesis to a venture’s precedence comparative measure not surpassing 2.75X EBITDA as good as a ve nture stability to reason investment-grade ratings. Comcast additionally has sure rights to squeeze GE’s seductiveness in a try during specified ti mes. All such exchange woul d be finished during a 20% reward to open marketplace worth with 50% pity of upside ab ove a shutting valuation.
* To a border a corner try is not compulsory to encounter GE’s emancipation requests, Comcast will yield a uphold up to a limit of $2.875 billion for a primary emancipation as good as a t otal uphold of $5.750 billion.
The transactio n has b een authorized by a Board of Directors of GE as good as Comcast. It is thesis to receiving of var ious regulatory approvals, together with clearanc e underneath a Hart-Scott-Rodino Antitrust Improvements Act, as good as approvals of a Federal Communications Commission as good as sure general agencies. The contract is additionally thesis to alternative prevalent shutting conditions. NBCU has performed $9.8 5 billion of committed financing by a consortium of banks led by J.P. Morgan, Gold male Sachs, Morgan Stanley, BofA Merrill Lynch as good as Citi. This financing is exp ected to embrace plain investment-grade ratings from S&P as good as Moody’s.
Comcast as good as GE intend to s ubmit regulatory applications ancillary a pro-competitive as good as clever open seductiveness benefits of a transaction, together with how a corner try will gamble ter encounter a entertainment, communications as good as report needs of a American public.
“We have been rebuilt to have certain commitments to safeguard which a pro-consumer as good as open seductiveness benefits of a contract have been realized,” Roberts said. “Today, you have voiced a series of primary commitments which enhance upon a capabilities which Comcast as good as NBCU have built over a years, as good as a brand brand brand brand brand brand brand brand brand brand brand brand brand new opportunities which this multiple creates possible. These commitments residence a needs of assorted audiences as good as stakeholders, as good as you will yield a single some-more sum upon these as good as alternative co mmitments in a open seductiveness filing with a F ederal Communications Commission.”
Advisors
Morgan Stanley is lead monetary confidant to Comcast with UBS as good as BofA Merrill Lynch behaving as co-advisors. Davis Polk & Wardwell LLP is Comcast’s authorised advisor. J.P. Morgan is lead monetary confidant to GE with Goldman Sachs as good as Citi actin g as co-advisors. Weil, Gotshal & Manges LLP is GE’s as good as NBCU’s leg al advisor.
Teleconference as good as Webcast
Comcast will horde a discussion call with a monetary village today, Dec 3, 2009, during 8:30 a.m. Eastern Time (ET) to plead this morning’s proclamation with Comcast Chairman as good as CEO Brian L. Roberts, Comcast Chief Operating Officer Stephen B. Burke as good as Comcast Chief Financial Officer, Michael J. Angelakis. The discussion call will be promote live around a Company’s Investor Relations website during www.cmcsa.com or www.cmcsk.com. Those parties meddlesome in participating around write should dial (800) 263- 8495 with a discussion ID series 44380493. A write repl ay of a call will be accessible upon a Investor Relations website starting during 12:30 p.m. Eastern Time upon Dec 3, 2009 as good as will be accessible until Dec 8, 2009 during midnight Eastern Time. To entrance a rebroadcast, greatfully dial (800) 642-1687 discussion ID 44380493.
GE wil l additionally horde a webcast with a monetary village today, Dec 3, 200 9, during 8:30 a.m. Eastern Time / 7:30 a.m. Central Time to plead this m orning’s proclamation with GE Chairman as good as CEO Jeff Immelt, GE Chief Financial Officer Keith Sherin as good as NBCU President as good as CEO Jeff Zucker. The webcast will be accessible during www.ge.com/investors. A replay will be accessible after in a day upon a site.
Additional media materials have been accessible during www.ge.co m/newnbcu, www.comcast.com/nbcutransaction as good as https://www.nbcumv.com/mv/.
The d escription of this contract enclosed in this press recover is competent in a whole by, as good as is thesis to, a conditions of a decisive support for a contract to be filed by Comcast with a Securities as good as Exchange Commission upon a Current Report upon Form 8-K.
About GE
GE (NYSE: GE - News) is a diversified infrastructure, monetary as good as media association receiving upon a world’s toughest challenges. From aircraft engines as good as energy era to monetary services, healing imaging, as good as radio programming, GE operates in some-more than 100 countries as good as employs about 300,000 people worldwide. For some-more information, revisit a company’s Web site during www.ge.com.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA - News, CMCSK - News) (www.comcast.com) is a single of a nation’s heading providers of entertainment, report as good as report exchnage products as good as services. With 23.8 million wire customers, 15.7 million high-speed Internet customers, as good as 7.4 million Comcast Digital Voice customers, Comcast is predominantly concerned in a development, government as good as operation of wire systems as good as in a de clothing of programming content.
Comcast’s calm networks as good as investments embody E! Entertainment Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV One, 10 sports networks operated by Comcast Sports Group as good as Comcast Interactive Media, which develops as good as operates Comcast’s In ternet businesses, together with Comcast.net (www.comcast.net). Comcast additionally has a infancy tenure in Comcast-Spe ctacor, whose vital land embody a Philadelphia Flyers NHL hockey team, a P hiladelphia 76ers NBA basketball organisation as good as dual vast multipurpose arenas in Philadelphia.
About NBC Universal:
NBC Universal is a single of a world’s heading media as good as celebration companies in a development, production, as good as selling of entertainment, news, as good as report to a tellurian audience. NBC Universal owns as good as operates a profitable portfolio of headlines as good as celebration networks, a premi er suit design company, poignant radio prolongation operations, a heading radio st ations group, as good as world-renowned thesis parks. NBC Universal is 80% owned by General El ectric as good as 20% owned by Vivendi.
Combined Assets/Properties
The resources as good as properties owned or tranquil by a brand brand brand brand brand brand brand brand brand brand brand brand brand new corner try will embody a little of a b est good known brands in a celebration industry, including:
* Several of television’s many successful wire networks, together with USA, Bravo, CNBC, MSNBC, Syfy, E!, Style, Versus as good as a Golf Channel;
* One of a nation’s largest radio groups, including:
o The NBC Television Network;
o Local promote TV stations in 10 tip U.S. markets together with New York, Los Angeles, Chicago as good as Philadelphia;
o The inhabitant Telemundo Network as good as sixteen Telemundo O&O stations in locations such as Los Angeles, New Yor k, Miami, Houston, Chicago as good as Dallas/Ft.Worth;
* Preeminent radio prolongation operations which furnish Emmy Award winning programs similar to The Office, thirty Rock, Law & Order, Heroes, Saturday Night Live as good as The Tonight Show, as good as associate operations by NBC Universal Domestic as good as International Distribution as good as a 3,000-title living room of radio episodes;
* NBC News, a heading source of tellurian headlines as good as report in a United States with top-rated module s such as Nightly News with Brian Williams, Today as good as Meet a Press;
* A clever sports programming lineup featuring a Olympics (through 2012), NBC Sunday Night Football, NHL/Sta nley Cup, PGA Tour, US Open, Ryder Cup, Wimbledon as good as a Kentucky Derby, Versus, Golf Channel as good as Comcast’s 10 informal sports networks;
* Universal Pictures, which has constructed Academy Award winners Atonement, The Bourne Ultimatum, Brokebac k Mountain, Ray as good as A Beautiful Mind, Focus Features, which not long ago constructed Away We Go, as good as an endless film living room with some-more than 4,000 titles by Universal Stu dios Hom e Entertainment;
* Fast flourishing digital media properties together with CNBC.com, iVillage, NBC.com, Fandango, as good as Daily Candy, which together beget some-more than 40 million singular users any month;
* Ownership of thesis parks in Florida (50% interest), California (100% interest) as good as a monetary seductiveness in a thesis play ground in Japan;
* A minority seductiveness in A&E, Biography, The History Channel, The Weather Channel, Lifetime as good as Hulu.com.
Caution Concerning Forward-Looking Statements
This request contains “forward- seeking statements” – which is, statements associated to future, not past, events. In this context, forward-looking statements mostly residence approaching destiny commercial operation as good as monetary opening as good as monetary condition, as good as mostly enclose difference such as “expect,” “anticipate,” “intend,” “pl an,” “believe,” “seek,” “see,” or “will.” Forward-looking statements by their inlet residence counts which are, to opposite degrees, uncertain. These statements have been done upon a basement of a views as good as assumptions of management. Particular uncertainties which could means tangible formula to be materially opposite than those voiced in these forward-looking statements include: a timing of, or capability to obtain, required regulat ory as good as bureaucratic approvals upon excusable terms; a timing as good as execution of a financing of NBC Univ ersal upon contem plated conditions prior to a shutting of a due corner venture; a receiving of an investment class rating from a rating agencies of a due corner try in in in between GE as good as Comcast; inauspicious developments in a commercial operation as good as operations of NBC Universal, together with intensity intrusion which might have it some-more formidable to say commercial operation as good as operational relationships; as good as a successful combination, operation as good as altogether opening of a corner try post closing. For GE, an a single some-more doubt inclu des a capability to redeploy a collateral in to high-growth record businesses. For Comcast as good as NBC Universal, a single some-more uncertainties embody a abi lity to confederate a programming resources of Comcast as good as NBC Universal in a brand brand brand brand brand brand brand brand brand brand brand brand brand new corner venture; a capability of a brand brand brand brand brand brand brand brand brand brand brand brand brand new corner try to emanate renouned programming, to rise brand brand brand brand brand brand brand brand brand brand brand brand brand new digital products as good as services, as good as to s ucceed in a rarely rival media industry; a capability of a brand brand brand brand brand brand brand brand brand brand brand brand brand new corner try to ge nerate tasteful monetary earnings as good as clever money flows; and, a outcome of any conditions which regulators might levy in needing a contract to proceed. These uncertainties might means tangible fu ture formula to be materially opposite than those voiced in these forward-looking statements. None of GE, Comcast nor NBC Universal commence to refurbish these forward-looking statements.
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