Simpson Thacher Represents JPMorgan, Financial Advisor to Comcast, in Comcast’s Divestiture of 3.9 Million Customers Through a Series of Transactions Involving Charter
04.28.14
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The Firm is representing J.P. Morgan Securities LLC in its role as financial advisor to Comcast Corporation (“Comcast”) in connection with a series of transactions pursuant to which, following completion of Comcast’s previously announced merger with Time Warner Cable, Comcast will divest systems representing approximately 3.9 million customers of the combined Comcast-Time Warner Cable entity. Pursuant to the agreement, (i) Comcast will divest systems serving approximately 1.4 million existing Time Warner Cable customers directly to Charter Communications, Inc. (“Charter”) for cash, (ii) Comcast and Charter will transfer assets serving approximately 1.6 million existing Time Warner Cable customers and 1.6 million Charter customers in a like kind exchange and (iii) Comcast will form and spin off to its shareholders a new, independent, publicly-traded company (“SpinCo”) that will operate systems serving approximately 2.5 million existing Comcast customers, with the combined Comcast-Time Warner entity expected to own approximately 67 percent of SpinCo and Charter expected to own approximately 33 percent of SpinCo.
The companies announced that the transactions are subject to a number of conditions, including the closing of the Comcast-Time Warner Cable merger, receipt of Hart-Scott-Rodino, FCC and other required regulatory approvals, Charter shareholder approval and various other matters.
Comcast is a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal. Comcast Cable is the nation's largest video, high-speed Internet and phone provider to residential customers under the XFINITY brand and also provides these services to businesses. NBCUniversal operates 30 news, entertainment and sports cable networks, the NBC and Telemundo broadcast networks, television production operations, television station groups, Universal Pictures and Universal Parks and Resorts. Charter is the fourth-largest cable operator in the United States, providing a full range of advanced broadband services.
The Simpson Thacher team includes Robert Spatt, Ariel Oxman and Allen Pan (Corporate).