The Comcast/NBC Universal merger

As heavily reported in the media, Comcast reached an agreement on Thursday with General Electric Company to acquire NBC Universal. 

The deal will under go heavy regulatory scrutiny and there is a lot of analysis already on the various media and legal blogs.  If you have a Twitter account and do a simple search you get a boatload of hits.

Davis Polk & Wardwell is representing Comcast on the deal, and GE and NBC are using Weil, Gotshal & Manges, according to the firm.  Part of this deal involved French media company Vivendi which will sell its 20 percent stake in NBC Universal to GE.  Vivendi was advised on the deal by Gibson, Dunn & Crutcher.

And as the Wall Street Journal reported today (subscription may be required to access) the deal is a “legal boomlet”: one deal, three companies and 79 lawyers, including 38 lawyers and legal assistants from just one firm.  That is the breakdown of legal help working on the Comcast side.   Davis Polk deployed those 38 people on the deal, from partners to associates, according to a news release from the firm.  Gibson Dunn had just 10 lawyers working on the deal for Vivendi.  Weil Gotshal had 30 on the deal.

According to our sources, a preliminary 4(c) review has begun and it is being done with a mix of law firm associates and contract attorneys.  Item 4(c) of the Hart Scott Rodino form requires that the parties provide to the FTC and the DOJ all documents prepared by or for any officers or directors of the company for the purpose of evaluating or analyzing the competitive aspects of the proposed acquisition or merger.

It is far too early to know how this merger/review will proceed.  This deal would be a game changer in the world of media, as the various blogs have reported.  And both companies have launched a massive PR campaign.

And in a potential merger of this magnitude it is not uncommon for the parties to have had a preliminary, informal “meet and confer” with the DOJ and/or FTC.  There are already reports of assets that must be divested to make the deal work for regulators.

For those of you who worked on the infamous Rio Tinto/BHP “merger that never happened” you know these preliminary 4(c) reviews can go on forever — in fits and starts — and then collapse.

For a good review of the business side of the deal click here:  http://bit.ly/4P4d9O

For a good review of the regulatory issues click here:  http://bit.ly/7El9uQ

And for a nice video review from Posse List member newsy.com click here.   The video takes a closer look at the possible implications and impact the deal might have on the media landscape.  Among the perspectives highlighted is how the deal will significantly reshape the media landscape by giving the nation’s largest cable and broadband Internet provider control over content that makes up one out of five TV viewing hours. The video also makes mention about the need for government scrutiny of the deal.