Cases & Deals

Comcast obtains antitrust clearance from DOJ for NBCUniversal joint venture

Client(s) Comcast Corporation

Jones Day represented Comcast Corporation as antitrust counsel in connection with its joint venture with General Electric to create NBCUniversal LLC, which was cleared by the Department of Justice after a lengthy investigation.

Under the terms of the transaction, GE contributed to the joint venture NBC Universal, Inc.'s businesses, including its cable networks, filmed entertainment, televised entertainment, theme parks, and unconsolidated investments. Comcast contributed its cable networks, including E!, Versus and the Golf Channel, its regional sports networks, certain digital media properties, and made a payment to GE. The new company is 51 percent owned by Comcast, 49 percent owned by GE, and managed by Comcast. It maintains its headquarters in New York City. The joint venture was announced in December 2009 and closed in January 2011.

Comcast is the largest cable operator in the United States, serving around 25% of the country. NBC Universal operates one of the four major broadcast networks, some significant cable channels and Universal Studios, among other assets. The transaction was vigorously opposed by a variety of public interests entities, competitors and customers, all asserting that the combination of the two companies would somehow restrict competition, especially the emergence of online video (an even more speculative concern than is normally the case). Because of the fact that this was a media transaction and required Federal Communications Commission approval before it could be closed, the antitrust investigation was extremely lengthy. Davis Polk is Comcast's regular antitrust counsel; Jones Day was added to the team to provide additional resources familiar with DOJ merger investigations, and took the lead in the remedy discussions with the DOJ. The transaction was closed following entry of a consent agreement with the DOJ and approval (with conditions) by the FCC.