On December 3, 2009, telecommunications company Comcast announced its intent to acquire mass media company NBCUniversal from General Electric (GE). The acquisition was subject to scrutiny from activists and government officials; their concerns primarily surrounded the potential effects of the vertical integration that the acquisition could create, as Comcast is also heavily involved in cable television and internet services in many media markets. The deal went through on January 29, 2011, resulting in Comcast owning 51% of the company until March 19, 2013, when GE divested its stake to give Comcast sole ownership. Through this acquisition, Comcast gained ownership of the National Broadcasting Company (NBC), the Universal Pictures film studio, cable channels such as Syfy, CNBC and MSNBC, and Universal Parks & Resorts, among other assets owned by NBCUniversal. It has also integrated its own cable channels – including E! and Golf Channel – into NBCUniversal.
History
Background
Comcast was, at the time, the largest cable television provider in the United States. It also owned a number of major cable networks, including E!, Golf Channel, and Versus. In 2004, Comcast attempted a hostile takeover of The Walt Disney Company for $41 billion, which would have made Comcast the world's largest media conglomerate, if approved. The deal fell through, however; Comcast's motivation for the deal was centered around gaining control of ESPN, which a Comcast executive described as "the most important and valuable asset" in Disney's portfolio. The same year, General Electric (GE) acquired an 80% stake in Universal Studios from Vivendi, which merged into NBC to form NBC Universal. By 2009, the company's financial performance had struggled due in part to the poor performance of recent Universal Pictures' productions, and NBC ranked fourth at the time among the major US broadcast television networks. By contrast, some of its cable networks (such as MSNBC, Syfy, and USA Network) were reporting steady gains in viewership. After the failed Disney deal, Comcast focused on its existing networks (along with its Comcast SportsNet regional sports networks), and acquired a stake in the movie studio Metro-Goldwyn-Mayer (MGM).
Proposal
Negotiations between Comcast and NBC Universal for a potential acquisition began as early as March 2009; News Corporation and Time Warner were also reportedly interested in purchasing the studio. By September 2009, Comcast had negotiated a purchase of a stake in the company from GE, but the overall deal was held up by negotiations with Vivendi for the sale of its 20% stake to GE. On December 3, 2009, Comcast and NBC Universal confirmed a $6.5 billion deal to merge the two companies, pending approval from the United States Department of Justice Antitrust Division; the deal would be structured as sale of Vivendi's stake in the company to GE for $5.8 billion, followed by Comcast acquiring 51% controlling stake of NBC Universal, and contributing its existing media properties to the company, themselves valued at $7.25 billion. As a result, NBC Universal would become a joint venture between Comcast and GE, with Comcast holding a 51% majority stake. As a whole, the deal valued NBC Universal at $30 billion. The deal included an option for General Electric to sell further stakes in the company to Comcast over seven years, or for Comcast to buy stakes at "specified times". Jeff Zucker was to remain CEO of NBC Universal after the acquisition, and remain headquartered in New York, but would report to Comcast.
Comcast CEO Brian L. Roberts described the deal as a "perfect fit" for the company, as Comcast would be able to bolster its role as a creator and distributor of content, with a particular emphasis on "[the] multiplatform ‘anytime, anywhere’ media that American consumers are demanding"; increasing access to NBC-owned content through various platforms. The deal would also add Comcast's cable channels to NBCU's existing suite of cable networks, contributing to 82% of the merged company's total revenue. Despite the focus on cable, Comcast promised to remain committed to over-the-air broadcasting and promised an increased amount of local news, children's programming, and Spanish language programming across various platforms, including over-the-air. GE's CEO Jeffrey R. Immelt justified the deal, citing a desire to move purely back into the industrial sector, and was also motivated by the Great Recession.
The deal was subject to the approval of the U.S. Federal Communications Commission (FCC); due to the magnitude of the agreement, it was placed under heavy scrutiny by the Commission, which held hearings on the deal and its effects on the public's access to media.