Comcast Corporation announced its intention to create a new publicly traded company composed of a portfolio of NBCUniversal cable channels, including USA Network, CNBC, MSNBC, Oxygen, E!, SYFY, and Golf Channel, along with complementary digital assets like Fandango, Rotten Tomatoes, GolfNow, and Sports Engine, through a tax-free spin-off. The independent company, temporarily referred to as “SpinCo,” will focus strategically on news, sports, and entertainment cable TV, reaching approximately 70 million U.S. households.
Mark Lazarus, current president of NBCUniversal Media Group, will serve as CEO of the new company, with Anand Kini, NBCUniversal’s current CFO and Comcast’s EVP of Corporate Strategy, taking on the roles of CFO and COO. Together, they will develop an independent strategy while positioning SpinCo as a potential partner and buyer for other complementary media businesses, the company stated in a release.
“With significant financial resources from day one, SpinCo will be ideally positioned for success and highly attractive to investors, content creators, distributors, and potential partners,” said Brian L. Roberts, Comcast’s Chairman and CEO.
The planned spin-off will also strategically position NBCUniversal with its core broadcasting and streaming properties, including entertainment, sports, news, and NBC’s Bravo (which fuels Peacock), along with Telemundo, its theme parks, and its film and TV studios.
“This transaction positions both SpinCo and NBCUniversal to play offense in a changing media landscape,” said Mike Cavanagh, Comcast’s President. “Together, the entirety of NBCUniversal will chart a new growth trajectory driven by our content, technology, intellectual property, properties, and world-class talent, all working together as an integrated media company.”
Comcast will remain well-positioned to invest in its core strategic growth areas across its Connectivity and Platforms and Content and Experiences segments, which include residential broadband, wireless services, commercial services, streaming, studios, and theme parks. The transaction is expected to enhance Comcast’s revenue growth and be approximately leverage-neutral for Comcast.
Over the last twelve months, ending September 30, 2024, SpinCo generated approximately US$7 billion in revenue. SpinCo will have the same dual-class share structure as Comcast. As an independent company, SpinCo will be better positioned to achieve long-term growth and create value for stakeholders, benefiting from financial flexibility to pursue growth opportunities, a dedicated management team with deep industry expertise that can tailor decisions and allocate capital based on business needs, a well-capitalized balance sheet with strong credit metrics, the ability to implement an attractive capital return policy to drive shareholder value, increased operational focus, and a dedicated board of directors.
“As an independent company with these exceptional assets, we will be better positioned to serve our audiences and deliver shareholder profitability in this incredibly dynamic media environment spanning news, sports, and entertainment,” said Mark Lazarus. “We see a real opportunity to invest in and build additional scale, and I’m excited about the growth opportunities this transition will unlock. Our financial strength will also provide the ability to implement an attractive capital return policy while allowing for continued investment in these businesses’ growth.”
While SpinCo will operate independently, it will enter into a transition services agreement with NBCUniversal to ensure smooth operations from day one. Comcast aims to complete the spin-off within approximately one year, subject to customary conditions, including final approval by Comcast’s Board of Directors, completion of the spin-off’s financing, receipt of tax opinions, and regulatory approvals.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors to Comcast, while Davis Polk & Wardwell LLP is serving as legal counsel.