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Morgan Stanley, Davis Polk tune in to Comcast again

by Chris Nolter  |  Published December 11, 2009 at 12:14 PM

Obsessive coverage of NBC Universal Inc.'s deal talks may have made efforts by Comcast Corp., General Electric Co. and Vivendi SA to divvy up the company even more cumbersome. The complex deal to transfer control of the media property is actually two complex deals -- the sale of Vivendi's NBCU stake to General Electric and the creation of a joint venture between Comcast and GE to run the business.

On top of the usual intricacies of a $30 billion, border-crossing deal, GE chairman and CEO Jeff Immelt, Comcast head Brian Roberts, Vivendi chief Jean-Bernard Lévy and their many advisers had to balance competing concerns about the back end of the transaction. How could Vivendi tap liquidity if the sale's closing drags? How could GE ensure its exit from NBCU without putting undue obligations onto Comcast?

Though the talks dominated headlines in recent months, they actually started in late spring. Comcast brought in longtime advisers Morgan Stanley and Davis Polk & Wardwell LLP, which handled its acquisitions of Adelphia Communications Corp. and AT&T Broadband. They also worked on the cabler's unfulfilled pursuit of Walt Disney Co.


The Morgan Stanley team includes Paul Taubman, Robert Eatroff and Stuart Epstein. Davis Polk lawyers David Caplan, William Aaronson, Marc Williams, Avishai Shachar and Neil Barr were counsel.

The Philadelphia cable and media house also hired Aryeh Bourkoff, Sam Powers and Ehren Stenzler from UBS Investment Bank, and a Bank of America Merrill Lynch team including Jim McVeigh and Ben Braun. UBS, in another large cable deal, advised Apollo Management LP and BC Capital Ltd. on their $5.2 billion sale of Unitymedia GmbH to Liberty Global Inc. in November. Apollo and other noteholders also hired the bank during the megabankruptcy of Charter Communications Inc. Comcast has hired Merrill for an investment in wireless broadband provider Clearwire Corp. and the purchase of AT&T Broadband.

For regulatory concerns, Comcast retained Michael Hammer and James Casserly of Willkie Farr & Gallagher LLP. The cable operator also hired Morris, Nichols, Arsht & Tunnell LLP lawyer Walter Tuthill in Delaware, and Los Angeles entertainment lawyer Robert Darwell of Sheppard Mullin Richter & Hampton LLP.

General Electric's lead bankers were Jimmy Lee, Anwar Zakkour, Jennifer Nason, Eric Stein and Andy O'Brien from J.P. Morgan Chase & Co. The bank has handled several deals for General Electric, including the $1.8 billion sale of its security unit to United Technologies Corp. in November.

GE also retained Goldman, Sachs & Co. and Citigroup Inc., two banks that advised Vivendi on the 2004 deal with GE that created NBCU. The Goldman team includes Gene Sykes, John Weinberg, Jason Cahilly, Paul Aaron and Brett Varsov. Citi's list includes Ketan Mehta, Steve Volk, John Chirico and Eduardo Cruz. Citi also worked on the sale of the security business to UTC.

Weil, Gotshal & Manges LLP lawyers including Howard Chatzinoff, R. Jay Tabor, Charan Sandhu, Michael Kam and Angela Fontana represented GE in negotiations with Comcast.

Weil has worked with GE for more than 30 years. Assignments include the 2007 sale of GE Plastics to Saudi Basic Industries Corp. for $11.6 billion, GE's largest deal before the transaction with Comcast. Weil represented NBC Universal on the purchases of Telemundo and Oxygen, and the joint acquisition of Weather Channel with Blackstone Group LP and Bain Capital LLC.

GE retained Jeffrey Rosen of Debevoise & Plimpton LLP for talks with Vivendi. Vivendi retained Barclays Capital's Paul Parker, Bill Cohen, Gregory Dalvito and Alex Iosilevich, as well as Société Générale. Barclays has advised Vivendi on its 20% NBCU stake for three years.

Ruth Fisher, Dennis Friedman, Hatef Behnia and Sean Feller of Gibson, Dunn & Crutcher LLP were counsel to Vivendi. The team represented Universal Studios Inc. in the 2004 deal that formed NBCU and on its acquisition of Activision Inc. Gibson Dunn's Paris office also has ties to Vivendi.

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Tags: Comcast Corp. | Davis Polk | General Electric | Morgan Stanley | NASDAQ:CMCSA | NBCU | NYSE:GE | NYSE:MS
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