Fairfield-based GE said Tuesday it agreed to sell its remaining 49 percent common equity interest in its joint venture with Comcast, which includes NBCUniversal and the NBCU floors in 30 Rockefeller Center, for $18.1 billion.
Here’s the official release from GE on the terms and what it did.
Under the terms of the transaction, GE will sell its remaining 49% common equity stake in the NBCU joint venture to Comcast for $16.7 billion. GE will receive $12.0 billion in cash, $4.0 billion in Comcast guaranteed debt, and $0.7 billion of preferred stock. Additionally, GE Capital (GECC) will sell the NBCU occupied floors in 30 Rockefeller Center, and property in Englewood Cliffs, New Jersey, to NBCU affiliates for $1.4 billion in cash. The transaction has been approved by the boards of directors of GE and Comcast and remains subject to customary closing conditions, which are expected to be satisfied before the end of the first quarter of 2013.
The joint venture includes NBCU’s cable networks, filmed entertainment, televised entertainment, theme parks, and unconsolidated investments, and Comcast’s cable networks, including E!, Versus and the Golf Channel, its ten regional sports networks, and certain digital media properties. An agreement announced by the two companies in December 2009 reduced GE’s holding in NBCU from 80% to 49% and made Comcast the majority partner. GE used proceeds from that transaction to make strategic acquisitions in its Energy and Oil & Gas businesses, which have performed well.
“This transaction allows us to significantly increase the cash we plan to return to shareholders in 2013, to approximately $18 billion, and to continue to invest in our industrial business,” said GE Chairman and CEO Jeff Immelt. “By adding significant new capital to our balanced capital allocation plan, we can accelerate our share buyback plans while investing in growth in our core businesses.”
The GE Board of Directors increased GE’s share repurchase authority to $35 billion, with approximately $23 billion of authorization remaining as of today. With this authorization, GE plans to accelerate its share repurchase program to approximately $10 billion in 2013.
GE does not expect this transaction to materially impact the overall earnings framework for 2013. GE expects the pre-tax gain from the sale of its remaining NBCU interest of approximately $1 billion to be offset by restructuring in 2013. Due to the accelerated restructuring plan, cost savings should exceed the previous target of $2 billion through 2014. GE expects earnings previously forecast from the NBCU joint venture to be replaced by the effects of share repurchases, cost reductions, and earnings growth in its industrial business, for both 2013 and 2014. In addition, GECC expects the $0.5 billion after-tax gain from the sale of property to be allocated to accelerating non-core asset reductions.
Immelt said, “We are very pleased with the investment we have made in NBCUniversal, which generated a return of 14 percent over more than two decades, and Comcast has been a great partner with GE in this joint venture. The gains we will realize from this sale will accelerate our restructuring plans and provide more momentum to our margin expansion goals. This transaction represents another strong step forward in our industrial transformation, with no change to our 2013 earnings outlook, substantially increased buyback, and continued investment in growth. Going forward, we expect to continue our balanced capital allocation approach, investing organically in our industrial businesses, growing dividends in line with earnings, buying back stock, and focusing our industrial M&A on bolt-on acquisitions.
“For nearly 30 years, NBC – and later NBCUniversal – has been a great business for GE and our investors. We are proud of our stewardship of the business and our association with the NBCU brand. Most of all, we enjoyed working with the great people of NBCUniversal. We wish them and Comcast well in the future.”
J.P. Morgan provided financial advice to GE, and Weil, Gotshal & Manges was the Company’s legal advisor. In addition, Goldman Sachs, Centerview Partners, and CBRE provided strategic advice related to the transaction.
Teleconference and Webcast
GE will host a webcast at 9:30am ET on Wednesday, February 13, 2013, to discuss this announcement with GE Chairman and CEO Jeff Immelt, and GE Chief Financial Officer Keith Sherin. The webcast will be available at www.ge.com/investors. A replay will be available later in the day on the site.