UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): May 14, 2019 |
| | | |
| Commission File Number | Exact Name of Registrant; State of
Incorporation; Address and
Telephone Number of Principal
Executive Offices | I.R.S. Employer Identification No. |
| 001-32871 | COMCAST CORPORATION | 27-0000798 |
| | PENNSYLVANIA One Comcast Center Philadelphia, PA 19103-2838 (215) 286-1700 | |
| 001-36438 | NBCUNIVERSAL MEDIA, LLC | 14-1682529 |
| | DELAWARE 30 Rockefeller Plaza New York, NY 10112-0015 (212) 664-4444 | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Comcast Corporation | o |
| | |
| NBCUniversal Media, LLC | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Comcast Corporation | o |
| | |
| NBCUniversal Media, LLC | o |
On May 14, 2019, Comcast Corporation (“Comcast”) and The Walt Disney Company (“Disney”) issued a joint press release announcing that Disney will immediately assume operational control of Hulu, LLC (“Hulu”). Under a put/call arrangement, as early as January 2024, Disney can require NBCUniversal to sell, and Comcast can require Disney to buy, NBCUniversal’s 33% ownership interest in Hulu, in either case, for fair market value at that future time. Hulu’s fair market value will be assessed by independent experts, subject to a floor that represents a minimum total equity value of Hulu at that time of $27.5 billion.
Disney and Comcast have agreed to fund Hulu’s recent purchase of AT&T Inc.’s 9.5% interest in Hulu, pro rata to their current two thirds/one third ownership interests. Going forward, Comcast may fund its proportionate share of Hulu’s future capital calls and will be diluted if it elects not to fund, subject to a 21% ownership interest floor. Hulu’s capital calls will be subject to a $1.5 billion per year cap.
Comcast and Hulu have agreed to extend the Hulu+ license of NBCUniversal content until late 2024.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | COMCAST CORPORATION |
| | | |
| | | |
| Date: | May 14, 2019 | | By: | /s/ Thomas J. Reid |
| | | | | Name: | Thomas J. Reid |
| | | | | Title: | Senior Executive Vice President, General Counsel and Secretary |
| | | NBCUNIVERSAL MEDIA, LLC |
| | | |
| | | |
| Date: | May 14, 2019 | | By: | /s/ Thomas J. Reid |
| | | | | Name: | Thomas J. Reid |
| | | | | Title: | Senior Executive Vice President |
