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SEC Watch: Comcast-NBCU: Stuck Together For At Least 3.5 Years; Non-Compete Rights

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Some more Comcast-NBC Universal (NYSE: GE) deal details were filed this morning in an SEC filing. From it:

—The formal name of the Comcast (NSDQ: CMCSA) Entertainment + NBCU combine shell company: Navy Co.
—NewCo will be managed by a board of directors initially consisting of three Comcast designees and two GE designees. GE’s representation right will be reduced to one director if GE’s ownership interest in NewCo falls below 20 percent, and GE will lose its representation right if GE’s ownership interest in NewCo falls below 10 percent, with Comcast designees replacing the outgoing GE directors.
—Board decisions will be made by majority vote, provided that GE will have veto rights with respect to certain matters, including (i) certain acquisitions, (ii) material expansions of NewCo’s scope of business or purpose, (iii) certain issuances or repurchases of equity, (iv) certain distributions to equity holders, (v) certain debt incurrences, (vi) certain loans made outside of the ordinary course of business and (vii) a liquidation or voluntary bankruptcy of NewCo.  GE’s veto rights terminate if GE’s ownership interest in NewCo falls below 20%.
—In the event of a vacancy in the position of CEO within the first three and a half years of operation of NewCo, GE will have the right to veto up to two candidates proposed by Comcast.

—The LLC Agreement will prohibit Comcast from transferring its ownership interest in NewCo for approximately four years after closing, and GE will be prohibited from transferring its ownership interest for three and a half years, at which respective point either party may sell its ownership interest in NewCo publically or privately, subject, in the case of sales by GE, to a fair market value purchase right in favor of Comcast.
—The LLC Agreement also allows Comcast to effect a spin-off of its interest in NewCo in specified circumstances.
—GE will be granted the right to elect, during the six-month period beginning three and a half years after closing, to require NewCo to purchase 50% of its ownership interests and, during the six-month period beginning seven years after closing, to require NewCo to purchase all of the ownership interests then held by GE.
—On selling off remaining GE stake to Comcast: The purchase price….will be equal to the ownership percentage being purchased multiplied by an amount equal to 120% of the fully distributed public market trading value of NewCo (determined pursuant to an appraisal process if NewCo is not then public) less 50% of an amount (not less than zero) equal to the excess of 120% of fully distributed public market trading value over $28.15 billion.
—On non-compete between the two companies: The non-compete restriction is subject to certain exceptions, including exceptions for businesses retained by Comcast and GE and various other business activities.  Comcast will agree in the LLC Agreement to first offer any potential business acquisition which is engaged in activities within any of NewCo’s principal lines of business.  In the first 18 months following closing, if NewCo does not accept such business acquisition, Comcast may proceed with the acquisition to the extent the purchase price does not exceed $500 million.  After the first 18 months, if NewCo does not accept such business acquisition, Comcast may proceed with the acquisition to the extent the purchase price does not exceed $500 million or, if the purchase price is in excess of $500 million, to the extent such acquisition would not result in Comcast having made similar business acquisitions in an aggregate amount in excess of $6 billion, such threshold being subject to an increase of 5% every year starting after the fourth year.

Dec 4, 2009 6:33 AM ET

Comcast Photo: AP Photo/Douglas C. Pizac


Posted In: Money, M&A & Venture Capital, Mergers & Acquisitions, Companies, Comcast, NBC Universal

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