Sep. 12, 2013
Bruce K. Dallas
See more on Bruce K. DallasDavis Polk & Wardwell LLP | Menlo Park | Practice type: Corporate
Dallas has helped NBCUniversal Inc., Comcast Corp. and its subsidiaries raise more than $10 billion in debt and stock offerings in the past 18 months alone. He also helped the companies with the complex cross-guarantee structure that enabled Comcast to purchase the remaining NBCUniversal stock from General Electric it didn't already own after a 2009 transaction.
Initially, the outstanding stock was to be purchased in 2018, but General Electric and Comcast bumped that date up to January of this year, Dallas said.
"The business was doing very well and GE doesn't like having noncontrolled entities in its portfolio," Dallas said. "The capital markets were such that it looked like an ideal time to accelerate the remaining purchase."
To facilitate the cross-guarantee and final steps of the NBCUniversal acquisition, Dallas helped NBCUniversal Enterprises conduct a $4 billion senior note offering and sell $725 million worth of preferred stock.
But NBCUniversal Enterprises by definition is an investment company, and current law prevents investment companies from doing transactions with related companies - a situation that put Comcast in a difficult place, Dallas said.
"The debt and the preferred stock were both given to GE, which then had the ability to resell the securities," Dallas said. He said in reselling though, GE had to make certain that the face value of the debt and preferred stock matched the market value.
"It was all very real time based," Dallas said.
Dallas also helped NBCUniversal enter a cross-guarantee with Comcast, which required each company to guarantee that the other's debt was worth the same to investors. Without such a plan, one company's subsidiary could have debt valued lower than another of its subsidiaries, Dallas said. The cross-guarantee allows investors to invest without worrying about debt value and performance.
Dallas said he helped Comcast perform a similar deal when the company bought the cable operations of AT&T Inc. in 2002.
"It goes back a long way, and if we didn't innovate it, then there was at least no precedent at the time."
- DAVID RUIZ
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