Comcast spinoff of select cable television networks

Davis Polk is advising Comcast Corporation on its creation of a new publicly traded company (“SpinCo”) comprising a portfolio of NBCUniversal’s cable television networks, including USA Network, CNBC, MSNBC, Oxygen, E!, SYFY and Golf Channel, along with complementary digital assets including Fandango and Rotten Tomatoes, GolfNow and Sports Engine, through a tax-free spinoff. Comcast is targeting to complete the spinoff in approximately one year, subject to the satisfaction of customary conditions, including obtaining final approval from the Comcast Board of Directors, satisfactory completion of SpinCo financing, receipt of tax opinions and receipt of any regulatory approvals. SpinCo will enter into a transition services agreement with NBCUniversal to allow it to operate seamlessly from day one.

Comcast is a global media and technology company. It delivers world-class broadband, wireless and video through Xfinity, Comcast Business and Sky; produces, distributes and streams leading entertainment, sports and news through brands including NBC, Telemundo, Universal, Peacock and Sky; and brings incredible theme parks and attractions to life through Universal Destinations & Experiences.

The well-capitalized SpinCo will be an industry-leading news, sports and entertainment cable television business with a focused strategic direction. Its stable of marquee brands will provide a diverse and differentiated content offering that will reach approximately 70 million U.S. households.

The Davis Polk corporate team includes partners William H. Aaronson and Cheryl Chan and associate Neil Bhatt. Partners John B. Meade and Stephen A. Byeff are providing capital markets advice. Partners David H. Schnabel and Patrick E. Sigmon are providing tax advice. Partners Kyoko Takahashi Lin and Travis Triano are providing executive compensation advice. Partner Matthew J. Bacal is providing intellectual property advice. All members of the Davis Polk team are based in the New York office.