Comcast announced plans to separate into two independent publicly traded companies through a tax-free spin-off of NBCUniversal and Sky.
Upon completion of the transaction, Comcast shareholders will own shares in both Comcast and NBCUniversal.
The planned separation is expected to create two focused industry leaders with significant scale, strong financial profiles, and distinct strategic opportunities.
Comcast said the proposed separation reflects its efforts to position its businesses to compete in rapidly changing markets as technology, consumer behavior, and competitive dynamics reshape media and communications.
The company said its board and management team believe each company will be better positioned to pursue its own strategic priorities, invest for growth, and create long-term shareholder value as independent entities.
Brian L. Roberts will continue to be actively involved in the leadership of Comcast and NBCUniversal, working with the CEOs of both companies.
Mike Cavanagh will become CEO of NBCUniversal.
Former Comcast CFO Michael Angelakis will become CEO of Comcast after completion of the separation. In the interim, Angelakis will join the company as a strategic advisor.
Comcast will remain focused on broadband, wireless, entertainment platforms, and business services.
The company said Comcast will serve residential and business customers through the nation’s largest converged network, reaching more than 65 million homes and businesses.
Comcast will also continue to focus on its intelligent fiber network architecture, global technology platforms, one of the nation’s fastest-growing wireless businesses, and its business services platform.
NBCUniversal will become an independent global media and entertainment company anchored by theme parks, Universal film and television studios, NBC and Telemundo networks, Peacock, Bravo, and Sky.
The company said NBCUniversal’s global portfolio will be supported by valuable intellectual property, a large content library, content creation capabilities, sports, news, entertainment, global distribution, and creative talent.
The separation is expected to be completed in approximately one year, subject to customary conditions.
Those conditions include final approval by Comcast’s board of directors, receipt of tax opinions, regulatory approvals, and completion of financing arrangements.
NBCUniversal is expected to have the same dual-class share structure as Comcast.
Comcast expects to retain up to a 19.9% ownership stake in NBCUniversal for up to one year after the spin-off is completed. Comcast said it intends to monetize that stake in a tax-efficient manner over time.
The company plans to establish a strong investment-grade balance sheet for each business, giving Comcast and NBCUniversal financial flexibility to pursue their respective growth strategies.
Goldman Sachs and PJT Partners are serving as financial advisors to Comcast, and Davis Polk & Wardwell is serving as legal counsel.
KEY QUOTES:
“This is a very exciting day for our company. The transaction we are announcing will unlock a more entrepreneurial management approach and open up a multitude of new opportunities for each business. I very much look forward to helping guide our collective growth for this next chapter.”
“Mike Cavanagh will lead the new NBCUniversal media and entertainment company as CEO. Mike is one of the finest executives I’ve ever worked with and a trusted partner. His vision is for a unique, independent, focused company that will be home to some of the industry’s most valuable brands and assets across theme parks, film, television, streaming, sports and news. This new company will be well-positioned to pursue the significant opportunities that lie ahead, to partner across the media and entertainment ecosystem, and will be poised to grow.”
“I am also incredibly pleased to welcome back Michael Angelakis as Comcast CEO. As our widely admired former CFO, Michael’s deep knowledge of the business and passion for technology – combined with the leadership of Steve Croney, Jason Armstrong and the entire Comcast management team – will serve us well as we continue to take bold actions in today’s competitive environment. Our recent momentum is the launchpad to propel our advanced network, substantial customer base, and outstanding products to even greater success. Michael’s drive, proven track record and the tremendous level of respect he commands within our organization and beyond, make me exceptionally excited to work closely with him again.”
Brian L. Roberts, Chairman and Co-CEO of Comcast
“Both companies begin this next chapter from positions of strength. Comcast will continue to build on its leadership in connectivity, while NBCUniversal, together with Sky, will have the scale, brands, content and financial resources to compete as a premier global media and entertainment company. Each organization will continue to be led by a management team with deep industry experience that will benefit from focused strategic priorities and the ability to pursue opportunities most relevant to their businesses. I’m personally thrilled to continue leading NBCUniversal into the future. With our iconic brands and theme parks, leading franchises and incredible creative talent, we are well-positioned for long-term value creation.”
Mike Cavanagh, Co-CEO of Comcast
“I have had the privilege of working alongside Comcast’s talented leadership team for many years, and I am excited to return to partner with Brian, Steve, Jason and the entire organization. Comcast’s exceptional assets, entrepreneurial roots, deep customer relationships and strong track record of innovation and technological leadership provide a powerful foundation for the future. Together, we will build on those strengths, execute aggressively, invest for growth, and pursue new opportunities to create value for our customers, colleagues and shareholders.”
Michael Angelakis, Incoming CEO of Comcast
