In the complex deal, NBC Universal will borrow $9.1 billion from third-party lenders to distribute to parent company General Electric. GE will use that money to buy Vivendi SA's 20% stake in NBCU for $5.8 billion, clearing a major hurdle in the company's path to sell control of the entertainment giant to Comcast.
Comcast will pay GE $6.5 billion in cash for the conglomerate's media unit and will contribute programming and other businesses valued at $7.25 billion, including E!, the Style Network and several cable sports stations. The sale values NBC Universal at $30 billion.
Comcast will take a controlling 51% stake in the joint venture, and GE will control 49%.
Jeff Zucker, who currently heads NBC Universal, will remain its CEO. On a conference call with investors, Zucker said the deal will create a stronger media company, since cable will drive 80% of its revenue, and its Internet presence will be expanded. Cable and Internet viewership is expanding, while traditional broadcast viewership is slipping.
The deal was approved by the companies' boards, and is subject to regulatory approval. GE said it expects the deal to go through in the third quarter of 2010.
Congress has already said it will hold a hearing to investigate whether Comcast will gain "undue advantages" from the deal that gives it access to programming.
"This acquisition will create waves throughout the media and entertainment marketplace and we don't know where the ripples will end," said Sen. Herb Kohl, D-Wis., in a statement. "Antitrust regulators must ensure that all content providers are treated fairly on the Comcast platform."
If the deal isn't completed by next September, GE will pay Vivendi $2 billion to buy 38% of the French media company's stake in NBCU, and GE will buy the remaining 62% once the deal with Comcast goes through.
In 3-1/2 years after the deal is closed, GE will be able to sell half its 49% stake in the venture, and it can unload the remainder in seven years. Comcast also has some rights to purchase GE's stake at "specified times." Any deals would be done at a 20% premium to the public market value.
In tandem with its deal with GE, Comcast announced that it would increase its annual dividend by 40% to 37.8 cents per share from 27 cents. The cable provider also said it would buy back $3.6 billion worth of its own stock in the next three years.
Comcast Chief Executive Brian Roberts said the increased dividend and stock repurchase plan reflected "confidence" in the company's financial health after dealing for NBC Universal.
Shares of GE (GE, Fortune 500) were unchanged in morning trading, and Comcast (CMCSA, Fortune 500) shares rose 4%.
GE and NBC: A rocky marriage
Jeff Immelt, GE's chief executive, said the deal makes sense for the conglomerate because NBC Universal will become more valuable after Comcast combines its cable networks with NBC's. He said the joint venture will generate $8 billion in cash at closing for GE, which it will invest in its core industrial business.
GE bought NBC in 1985 for $6.3 billion to act as a hedge against its industrial businesses. NBC performed very well in the 1990s, with hits such as "Seinfeld," "Cheers," "ER," "Law & Order" and "Friends."
In a 2004 deal with Vivendi, GE also gained control of Universal Studios and cable networks like USA and the SciFi Channel, now SyFy. The company redubbed its new media network NBC Universal.
But the unit has been struggling recently, dragged down by its broadcast network and movie studio. NBC Universal reported an 11% drop in revenue and a 27% profit decline the first nine months of the year.
NBC has been in the ratings toilet for several years, trailing CBS, ABC and Fox in primetime ratings, and Universal Studios had just one summer box office hit this year: "Inglourious Basterds." Attendance at the company's theme parks has been slipping.
But things aren't all bad at NBC Universal. Its cable networks are exceedingly strong, with USA gaining the top ratings of any cable network in the past quarter.
SyFy, CNBC and Bravo have also gained viewers, and MSNBC took over second place in the primetime cable news battle. NBC's investment in digital media site hulu.com also seems to be playing off, with strong viewership and advertising growth.
Comcast, the biggest U.S. cable company with nearly 24 million subscribers, has been looking to expand its content services for many years.
"This deal is a perfect fit for Comcast," said Roberts in a statement. "In particular, NBCU's fast-growing, highly profitable cable networks are a great complement to our industry-leading distribution business."
The company failed in an unsolicited bid to buy Walt Disney Co. (DIS, Fortune 500) for $54 billion in 2004, a deal that would have created the world's biggest media company.
While part of me wants to say this could be good, with Comcast having better offerings, I don't have nearly that much faith in Comcast. They'll probably just dump Hulu, lock satellite companies out of NBC Universal channels, and raise everybody's rates.