Comcast 2014 Annual Report Download - page 100

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Comcast Corporation
number of factors, some of which would not be determinable until the completion of the divestiture transactions. Following the close
of the divestiture transactions, we would no longer have any ownership interest in SpinCo.
The close of the divestiture transactions is subject to the completion of the Time Warner Cable merger, the SpinCo financing
transactions, approval by Charter’
s stockholders, regulatory approvals and other customary conditions. The Time Warner Cable
merger and the divestiture transactions are subject to separate conditions, and the Time Warner Cable merger can be completed
regardless of whether the divestiture transactions are ultimately completed. The closing of the divestiture transactions is expected
to occur 30 to 60 days following the close of the Time Warner Cable merger.
Transactions-Related Expenses
In connection with the Time Warner Cable merger and the divestiture transactions, we have incurred incremental expenses of $237
million in 2014 which included legal, accounting and valuation services and advisory fees, all of which are reflected in other
operating and administrative expenses.
2013
NBCUniversal Redemption Transaction
On March 19, 2013, we acquired GE’
s 49% common equity interest in NBCUniversal Holdings that we did not already own for
approximately $16.7 billion (the “NBCUniversal redemption transaction”).
In addition to the NBCUniversal redemption transaction,
NBCUniversal purchased from GE certain properties NBCUniversal occupies at 30 Rockefeller Plaza in New York City and CNBC’
s
headquarters in Englewood Cliffs, New Jersey for $1.4 billion.
The total consideration for these transactions consisted of $11.4 billion of cash on hand; $4 billion of senior debt securities issued
by NBCUniversal Enterprise, Inc. (“NBCUniversal Enterprise”),
a holding company that we control and consolidate following the
close of the NBCUniversal redemption transaction whose principal assets are its interests in NBCUniversal Holdings; $750 million
of cash funded through our commercial paper program; $1.25 billion of borrowings under NBCUniversal Enterprise’
s credit facility,
which replaced NBCUniversal
’
s credit facility; and $725 million aggregate liquidation preference of Series A cumulative preferred
stock of NBCUniversal Enterprise. See Note 20 for additional information on our cross-guarantee structure.
Because we maintained control of NBCUniversal Holdings, the difference between the consideration transferred and the recorded
value of GE’
s 49% redeemable noncontrolling common equity interest, and the related tax impacts, were recorded to additional
paid-in capital.
The NBCUniversal Enterprise preferred stock pays dividends at a fixed rate of 5.25% per annum. The holders have the right to
cause NBCUniversal Enterprise to redeem their shares at a price equal to the liquidation preference plus accrued but unpaid
dividends for a 30 day period beginning on March 19, 2020 and thereafter on every third anniversary of such date (each such date,
a “put date”).
Shares of preferred stock can be called for redemption by NBCUniversal Enterprise at a price equal to the liquidation
preference plus accrued but unpaid dividends one year following each put date applicable to such shares. Because certain of these
redemption provisions are outside of our control, the NBCUniversal Enterprise
preferred stock is presented outside of equity under
the caption “redeemable noncontrolling interests and redeemable subsidiary preferred stock”
in our consolidated balance sheet. Its
initial value was based on the liquidation preference of the preferred stock and is adjusted for accrued but unpaid dividends. As of
December 31, 2014 and 2013, the fair value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $751
million and $741 million, respectively. The estimated fair values are based on Level 2 inputs that use pricing models whose inputs
are derived primarily from or corroborated by observable market data through correlation or other means for substantially the full
term of the financial instrument.
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Comcast 2014 Annual Report on Form 10-
K