Davis Polk and Weil Gotshal Advise Latest $18.1 Billion NBC Universal Sale
In a deal worth $18.1 billion, cable TV and Internet giant Comcast Corporation will acquire General Electric’s remaining 49 percent stake in New York-based NBCUniversal Media.
Comcast has controlled 51 percent of the media company since acquiring it from GE in 2011. The most recent sale gives Comcast full ownership years ahead of schedule and allows the firm to take advantage of low interest rates. It had planned to take increasing ownership of NBCUniversal over several years starting in 2014.
NBCUniversal owns and operates the NBC broadcast network, Universal Pictures movie studio and several cable channels including CNBC, E! and MSNBC.
Comcast will pay $16.7 billion for the 49 percent. Comcast will also pay approximately $1.4 billion to acquire the studios and offices at NBCUniversal’s Manhattan headquarters and CNBC’s Englewood Cliffs, N.J. studios.
Comcast will pay $11.4 billion in cash in the transactions. The rest will be funded through debt and the issuance of stock.
The deal is subject to regulatory approvals and is expected to close in the first quarter of this year.
Comcast tapped Davis Polk & Wardwell, which provided a team led by M&A global co-head David Caplan and M&A partner Marc Williams. Other New York lawyers on the deal are associates James Elworth, Kristen Haase, Nina Assouline and Lisa Bozman, corporate; partners Avishai Shachar and Neil Barr, and associate Patrick Sigmon, tax; partner Thomas Patrick Dore Jr., real estate; and partner Jason Kyrwood and associates Lauren Gillespie and Adam Ross, credit. From the firm’s Menlo Park office, partner Bruce Dallas and associates Jeffrey Gould and Paul Weitzel are providing capital markets advice.
Willkie, Farr & Gallagher served as FCC regulatory counsel for Comcast. Partners Michael Hammer and Francis Buono, special counsel Michael Jones and associate Brien Bell worked on the deal. They are all in Washington.
Weil, Gotshal & Manges represents General Electric, a longtime client. Corporate partner Howard Chatzinoff, cochair of the firm’s M&A practice, led a New York-based team that includes partner Jaclyn Cohen and associates Jennifer Cheng and Harry Moseley, corporate; partner Samuel Zylberberg and associate John Goldman, real estate; partner Jennifer Bensch and associate Andrew Woodworth, capital markets; and partner Kenneth Heitner and associate Michael Breidenbach, tax.
Shearman, Ropes, Fried Frank, Millbank and Latham on $23.3 Billion Cable Deal
Liberty Global, the international cable TV giant, will acquire United Kingdom-based Virgin Media in a cash-and-stock transaction valued at $23.3 billion in an effort to expand its U.K. presence.
The deal pits Liberty’s owner, media mogul John Malone, against News Corp. owner Rupert Mudoch by creating a direct rival to U.K. satellite TV provider BSkyB, in which News Corp. is the largest single shareholder. Virgin Media is the second-largest pay-TV company in the U.K.
Liberty, based in Englewood, Colo., will pay approximately $16 billion in stock and cash for Virgin Media, while the rest of the purchase price will come in the form of assumed debt. Virgin Media shareholders will receive $47.87 in cash and stock for each of the company’s shares.
The combined firm will create one of the world’s largest communications companies, with 25 million Internet, cable TV and phone customers across 14 countries. At the deal’s close, 80 percent of Liberty’s revenue will come from the U.K., Germany, Belgium, Switzerland and the Netherlands, Liberty said in a statement.
Pending approvals by regulators and both companies’ shareholders, the deal is expected to close in the second quarter of this year.
Shearman & Sterling and Ropes & Gray are both advising Liberty Global, while Virgin Media tapped Fried, Frank, Harris, Shriver & Jacobson and Milbank, Tweed, Hadley & McCloy.
Shearman & Sterling’s New York-based team includes M&A partners George Casey and Eliza Swann; litigation partner Alan Goudiss; tax partner Laurence Bambino; and executive compensation and employee benefits partner Doreen Lilienfeld. M&A partner Jeremy Kutner worked on the deal from London.
Ropes & Gray provided a London team that includes finance partners Jane Rogers, Maurice Allen, Michael Goetz, Matthew Cox and Michael Kazakevich; corporate partners Kiran Sharma and Will Rosen; and tax partner John Baldry. Corporate partner James Thomas worked on the deal from Boston.
The Fried Frank team advising Virgin Media is led by corporate senior counsel Arthur Fleischer and corporate partner John Sorkin in New York, and corporate partner Robert Mollen in London. Other New York lawyers on the deal are partner Amy Blackman, executive compensation & employee benefits; partner Daniel Glazer, intellectual property & technology; partner William McGuinness, litigation; and partner Richard Wolfe, tax. Corporate partner Richard May, antitrust partner Alasdair Balfour, and tax partner Robert Gaut provided counsel from London.
Milbank’s team is led by securities partner Timothy Peterson.
Latham & Watkins represented Credit Suisse in its role as financial adviser to Liberty, with a team comprised of M&A global chair Mark Gerstein and corporate partner Bradley Faris in Chicago and international tax partner Nicholas DeNovio in Washington.
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