Acquisition of NBC Universal by Comcast

The Comcast logo after the acquisition.

In December 2009, Comcast announced its intent to acquire a majority stake in the media conglomerate NBC Universal from General Electric (GE). The planned acquisition was subject to scrutiny from activists and government officials; their concerns primarily surrounded the potential effects of the vertical integration that the acquisition could create, as Comcast is also heavily involved in cable television and internet services in many media markets.^[1] The deal went through, resulting in Comcast owning 51% of the company until March 2013, when GE divested its stake to give Comcast sole ownership.

History

Background

Comcast was, at the time, the largest cable television provider in the United States. It also owned a number of major cable networks, including E!, Golf Channel, and Versus. In 2004, Comcast attempted a hostile takeover of The Walt Disney Company for $41 billion, which would have made Comcast the world's largest media conglomerate, if approved. The deal fell through, however; Comcast's motivation for the deal was centered around gaining control of ESPN, which a Comcast executive described as "the most important and valuable asset" in Disney's portfolio. The same year, General Electric acquired an 80% stake in Universal Studios from Vivendi, which merged into NBC to form NBC Universal. By 2009, the company's financial performance had struggled due in part to the poor performance of recent Universal Pictures' productions, and NBC, ranked fourth at the time among the major US broadcast television networks. By contrast, some of its cable networks (such as MSNBC SyFy, and USA Network) were reporting steady gains in viewership. After the failed Disney deal, Comcast focused on its existing networks (along with its Comcast SportsNet regional sports networks), and acquired a stake in the movie studio MGM.^[2][3]

Proposal

Negotiations between Comcast and NBC Universal for a potential acquisition began as early as March 2009; News Corporation and Time Warner were also reportedly interested in purchasing the studio. By September 2009, Comcast had negotiated a purchase of a stake in the company from GE, but the overall deal was held up by negotiations with Vivendi for the sale of its 20% stake to GE.^[2] On December 3, 2009, Comcast announced its intent to acquire a 51% majority stake in NBC Universal; the deal would be structured as sale of Vivendi's stake in the company to GE for $5.8 billion, followed by Comcast paying $6.5 billion for a stake of NBC Universal, and contributing its existing media properties to the company, themselves valued at $7.25 billion. As a result, NBC Universal would become a joint venture between Comcast and GE, with Comcast holding a 51% majority stake. The deal, as a whole, valued NBC Universal at $30 billion. The deal included an option for General Electric to sell further stakes in the company to Comcast over a seven-year period, or Comcast to buy stakes at "specified times". Jeff Zucker was to remain CEO of NBC Universal after the acquisition, and remain headquartered in New York, but would report to Comcast.^[4]

Comcast CEO Brian L. Roberts described the deal as a "perfect fit" for the company, as Comcast would be able to bolster its role as a creator and distributor of content, with a particular emphasis on "[the] multiplatform ‘anytime, anywhere’ media that American consumers are demanding"; increasing access to NBC-owned content through various platforms. The deal would also add Comcast's own cable channels to NBCU's existing suite of cable networks, contributing to 82% of the merged company's total revenue. Despite the focus on cable, Comcast promised to remain committed to over-the-air broadcasting, and promised an increased amount of local news, children's programming, and Spanish language programming across various platforms, including over-the-air.^[5] GE's CEO Jeffrey R. Immelt justified the deal, citing a desire to move purely back into the industrial industry, and was also motivated by the Great Recession.^[4]

The deal was subject to the approval of the U.S. Federal Communications Commission (FCC); due to the magnitude of the deal, it was placed under heavy scrutiny by the Commission, who held hearings on the deal and its effects on the public's access to media.^[4]

Opposition

The acquisition was opposed by a number of media activists, particularly those who were against vertical integration. Free Press argued that Comcast would use the deal to stifle competition in online video by restricting where NBC-owned content can be offered, and charge higher rates to television providers for accessing NBC-owned networks; having to pass these charges on to consumers.^[5][6] There were concerns from the owners of NBC's affiliates, who urged the FCC to require that Comcast maintain NBC programming on over-the-air television, and not move it exclusively to cable. A number of competing internet service and television providers urged the FCC to place conditions on Comcast if the deal were to be approved, including requiring that Comcast adhere to the principles of net neutrality, offer wholesale access to its broadband services, and place limits on how Comcast can leverage its NBC-owned stations in retransmission consent negotiations to inhibit competition. AOL proposed that the FCC enforce its program access rules for Comcast's online video content as well, requiring the provider to offer it to competitors at a fair rate. By June 22, 2010, over 32,000 comments had been sent to the FCC in relation to the deal.^[7]

Approval of acquisition

On January 18, 2011, the FCC and the United States Department of Justice approved the acquisition.

Four months later, Meredith Attwell Baker, the FCC commissioner who approved the deal, was hired as a lobbyist by Comcast.^[8]

In 2011, Comcast (Comcast Cable) agreed to offer Internet Essentials 5.0 Mbit/s Download 1.5 Mbit/s Upload for $9.95 per month (low income families with children)^[9] with discounts on a desktop or laptop computer and free training available,^[10][11] for three years as a condition of FCC approval for its Comcast's acquisition of NBC Universal. Of an estimated 2.60 million households eligible for the program, about 0.22 million households participate in the program as of June 2013.^[12][13][14] A similar program is available from other internet providers through the non-profit connect2compete.org.^[14][15] Comcast has stated that the program will accept new customers for a total of three years.^[10] In March 2014, as he met with FCC concerning the Time Warner Cable merger, Comcast vice president David Cohen told reporters that the internet essentials program will be extended indefinitely.^[16]

Divestment by GE

Comcast intended to buy out the rest of GE's stake of NBC Universal over the following seven years. Ownership remained split at 51%–49% for four years. Then, on February 12, 2013, Comcast announced its intention to complete the purchase all at once and assume 100% ownership of the company by the end of March.^[17][18] The acquisition was completed March 19, 2013.^[19]

Scale of new company

The merger expanded Comcast's scale significantly; Comcast's position as a cable television provider vertical integration with its ownership of NBC Universal's broadcast television and cable networks, while Comcast's existing cable networks (including E! Golf Channel, and Versus) were horizontally integrated with the television properties of NBC. Mark Leccese of the Boston Globe noted that the combined company consisted of "10 TV and movie production studios (including Universal Pictures), 20 cable channels, 11 regional broadcast TV stations, 15 Telemundo stations, 9 regional sports cable networks, one regional news cable station (New England Cable News), a whole bunch of websites, two pro sports teams in Philadelphia and two arenas, a food service vendor, a ticket agency, and four theme parks. And some other stuff.”^[20]

Influence

The video marketplace has changed structurally with or without Comcast-NBC acquisition. More and more videos, programs and advertisements are displayed on the Internet, not the traditional media channel, television. The video business model has gradually changed as time goes by. Comcast has reached such a significant scale that it now owns a huge large amount of media and entertainment properties. However, facing the uncertainty of video marketplace, many people proposed their concerns:

Impact on the video market

One of the claims is “Comcast would be able to use its vertically integrated position to deny rival distributors access to programming or to raise the cost of that programming”. Comcast-NBC will face two rival distributors – the satellite and telephone company and the new entrant. Of course, both of them are worrying about the domination which Comcast-NBC may be capable of establishing and the entry barrier. The big challenge for the satellite and telephone company is to find a new business model to convince the programmers that their model will benefit them more than Comcast-NBC. However, Comcast-NBC also keeps improving their business model, which is unhappy to the new entrant.

The other claim is that “Comcast will use the merger to change NBC into a cable network, at the expense of local programming”. Some observers predict that Comcast may convert NBC to a cable network. They think that Comcast must have to make some changes because NBC broadcast station traditionally has only one revenue path, the advertising;^[21]

Impact on competition, diversity and localism of media company

As far as media ownership, competition, diversity and localism are the three major topics. Once two or more media company amalgamated, such as the case of the merger of News Corp/DirecTV and Sirius-XM, many critics suggested that a merged company with too much power will harm the competition, diversity of the media marketplace and even the democracy of this country. Some of them directly called it “merger to monopoly”. FCC Commissioner Copps once said, “It will create a single company with enormous influence over politics, art and culture across the nation and especially in the New York metropolitan area.” Localism may also be affected by this merger. The new entity who acts as a gatekeeper could limit the local or independent voices to get to the slots on the media distribution system. Adam Thierer has conveyed this concern, “The new entity will have an incentive to prioritize NBC shows over other local and independent voices and programs, making it even harder to find alternatives on the cable dial.”^[22]

Benefits to shareholders and consumers

One of the claims is “A combined Comcast-NBCUniversal might have the unique ability to craft new business models that benefit consumers.” With the development of new digital technologies to distribute videos, advertising revenues have not been generated in the new market. Therefore, these enterprise operators have to find out a new business model in order to make the revenues financially available. Facing the uncertain environment, the Comcast Senior Vice President for Corporate Development, Robert Pick still shows his determination. He says, “the combination would ameliorate the negotiations friction that had made it difficult for Comcast, primarily a distribution and communications company, to convince content owners and programmers to work with us to create and deliver more content to consumers in a greater variety of ways.”^[23]

Impact on price of video markets

Many observers predict that the price of distributing videos is going to fall dramatically in the near future because three distribution products of Comcast (Broadcast-TV-Internet) are all merging into the network. Wall Street Journal business columnist Holman Jenkins says, “Customers want the product for free. Comcast’s lifeblood, the $100-a-month cable bill and the $50-a-month broadband bill, increasingly look like duplicative expenses. And so on.” In order to recover the lost revenue from content, Comcast-NBC may enhance their business on service of advertising, subscription etc.^[24]

On-air effects

The fourth and fifth seasons of the NBC sitcom 30 Rock, whose premise surrounds a fictitious version of NBC, satirized the merger with a storyline in which the broadcaster was being acquired by Kabletown, a large Philadelphia-based cable company. On the day that Comcast executive Steve Burke met with his new NBC employees, signifying the closing of the acquisition, an episode depicted the Kabletown sign being installed on the GE Building.^[25]

The first major on-air effects of the Comcast/NBCUniversal deal, in real life, occurred in February 2011, when Comcast began to align its sports properties with the NBC Sports division; the Comcast Sports Group was renamed NBC Sports Group, with Mark Lazarus, formerly the head of Turner Entertainment Group, heading its cable networks.^[26] NBC Sports talent could now appear on Comcast networks such as Golf Channel; NBC's golf coverage was re-branded as Golf Channel on NBC beginning at the 2011 WGC-Accenture Match Play Championship.^[27][28] On August 1, 2011, Comcast announced that its Versus network would be renamed NBC Sports Network on January 2, 2012.^[29]

Further reading

• Columbia Journalism Review “Who Owns What” webpage
• Free Press ’s “Ownership Chart: The Big Six.”

References