Comcast 2015 Annual Report Download - page 91

Comcast Corporation
2013
NBCUniversal Redemption Transaction
On March 19, 2013, we acquired General Electric Company’s (“GE”) 49% common equity interest in NBCUni-
versal 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 NBCUni-
versal’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 trans-
ferred 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 there-
after 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 pre-
ferred stock and is adjusted for accrued but unpaid dividends. As of December 31, 2015 and 2014, the fair
value of the NBCUniversal Enterprise redeemable subsidiary preferred stock was $758 million and $751 mil-
lion, 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.
Comcast 2015 Annual Report on Form 10-K 88