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NBC Universal merger complete; content is king

NBC Universal merger complete; content is king

Georg Szalai
NEW YORK -- Eight months after striking the deal, NBC and Universal made it official Wednesday with a news conference on the set of "Saturday Night Live," where NBC Uni chief Robert Wright vowed to keep the focus on being a pure-play content company and avoiding the pitfalls of past media mergers by truly working as a team.

About 500 employees, or 3% of the approximately 15,000-strong combined work force, are likely to be laid off over the coming years as the conglomerate eliminates overlapping functions at NBC and Universal. About 100 or so of those cuts are likely to come at Universal's West Coast operations, executives said without providing details.

But NBC Universal brass emphasized that they also will add new jobs.

"There will be some redundancies, but this deal is not really about cutting things," said Wright, vice chairman of GE and chairman and CEO of the new NBC Uni, during the morning news conference at NBC's Rockefeller Center headquarters. "The two companies are very complementary."

Overall, Wright said he expects the deal to be accretive to GE's earnings in 2005 and bring in about $500 million in merger "synergies," with about 60% of that coming from cost reductions and the rest from new revenue opportunities. Besides staff cuts, management hinted Wednesday that NBC Universal will be able to save money by buying equipment and the like more cheaply than the previously separated companies. Also, real estate assets like Universal City could see some rationalization, they hinted.

In sharp contrast to past mega-mergers in the media sector, NBC Uni brass mainly stayed away from giving lofty financial growth targets beyond the synergy figure. They would predict only that 2005 revenue should hit $15 billion, which some observers called conservative. For 2003, Vivendi Universal Entertainment and NBC posted combined revenue of $14.2 billion when using foreign exchange rates at the time VUE reported its full-year results.

Industry observers also took note that NBC Uni brass on Wednesday gave no indications that they plan to sell off the Universal theme parks anytime soon, which some have suggested could happen. Wright even suggested that the parks could bring in their strongest year ever in 2005.

The unveiling of the new leadership of NBC Universal brought no real surprises as it mainly reiterated or clarified the job titles of various key players.

Joining Wright onstage for a Q&A session with the media Wednesday were key members of the core team, including Jeff Zucker, who as president of the NBC Uni TV Group will oversee all TV programming; Ron Meyer, president and chief operating officer of Universal Studios, who will be in charge of the Hollywood studio and theme park operations; Randy Falco, president of the firm's TV Networks Group, who will take the lead on commercial and operational issues; and Jay Ireland, president of Television Stations.

All those key players spent quite some time Wednesday emphasizing that they all get along well -- despite the reputation of some for being somewhat autocratic -- and that there have been no merger integration problems as has been the case with other big sector deals in recent years.

"There's no apprehension," Meyer said. "We have worked together nearly for the past year." He also said brass spent quite some time studying past media deals and the mistakes made in them. Unlike some of them, the NBC Uni merger "was not done haphazardly" and should work out much better than other mergers, Meyer said.

Zucker said one important focus for NBC Uni will be to be "open for business with everyone" rather than limiting itself to mainly using in-house productions on all of its networks as some past merged companies have attempted. "We will not make that same mistake," Zucker said.

Falco added that everyone at NBC Uni will try to cooperate on various initiatives. "There won't be any successful media company in the 21st century that runs its businesses as silos with people sitting on top" of those silos, he said.

In a sign that the integration has worked out well so far at least on a superficial level, the NBC offices at Manhattan's Rockefeller Center on Wednesday already bore the NBC Uni logo on doors and other key spots.

While the integration has been smooth, NBC Uni managers cautioned industry observers that they likely will fully digest this deal first rather than immediately pursue additional big deals. And if future deal opportunities present themselves, NBC Uni feels good about being content-focused, just as Viacom Inc. and the Walt Disney Co. are.

"We're a content company," Wright said. "The present plan is to stay with content." While some on Wall Street have suggested that NBC Uni could next lust for the takeover of a cable or satellite distribution company, he said his team feels agnostic to the form of distribution and therefore doesn't want to make any "significant financial investment" in any single form of distribution.

Wright also emphasized that GE's deep pockets will give the newly combined entity "the freedom and flexibility to take risks and make investments."

One thing that hasn't been finalized yet, according to sources, is the makeup of the 15-member board that will govern NBC Universal. Vivendi Uni's three members will be chairman and CEO Jean-Rene Fourtou, chief operating officer Jean-Bernard Levy and senior executive vp Robert de Metz, who is responsible for asset strategy and dealmaking issues. However, GE and NBC executives said their representatives haven't been decided yet.

One small surprise did come Wednesday as executives reviewed the final financial terms of the deal that created NBC Uni.

Under the terms of the deal as it was conceived in October, GE was set to give shareholders in VUE $3.8 billion in cash consideration coming from newly issued GE shares plus a 20% stake in the new media group, with Vivendi Uni getting about $3.3 billion of the cash consideration.

Under the final deal terms, VUE shareholders received $3.65 billion in cash, with Vivendi Uni receiving $3.4 billion.

As planned, NBC Universal also assumed $1.7 billion in Vivendi Uni debt.

Levy said that the minor revisions of the terms came after the resolution of the future of minority stakeholders in VUE, including Barry Diller and his Internet juggernaut InterActiveCorp, as well as Matsushita.

According to Levy, Vivendi Uni just bought out Diller's personal 1.5% stake in VUE before the NBC Uni merger closed. The payment to Diller amounted to $275 million as provided by the terms of the deal that created the company, he said (HR 4/15). Vivendi Uni had a call option to pay out Diller as of May 7.

However, Diller's InterActiveCorp decided to retain its 5.4% stake in VUE as it merged into the new NBC Uni, meaning that it will for now continue to have a tiny stake in the combined entity. An InterActiveCorp spokeswoman didn't return phone calls seeking comment on the size of the stake now and the company's plans for it.

Vivendi Uni and IAC on Wednesday were set for oral arguments about a motion by IAC to have a Delaware court decide a tax dispute between the two companies. IAC says Vivendi Uni owes it cash tax distributions that over time amount to $620 million. As of late Wednesday, it was unclear if the court had reached a decision. Spokesmen on both sides couldn't be reached.

As far as Vivendi Uni's role at NBC Uni goes, Levy said the conglomerate has no plans to sell its approximately 20% stake in it. "As a minority shareholder, we have the security of being able to have liquidity" in the form of our right to sell the stake starting in 2006, he said. "Our concept is not to exit. Right now, we do not have in mind to go to liquidity."

However, if Vivendi Uni does decide to sell its stake after all starting in 2006, an initial public offering or a direct sale to GE are the preferred scenarios for both sides, sources said.

He said Vivendi Uni will try to look for ways to have its fully owned entertainment businesses, the Universal Music Group and Vivendi Universal Games, work together with NBC Uni to leverage each other's strengths and assets.

Meyer said in an interview that "NBC Universal is not required to work with them," but he will look for continued cooperation opportunities.

One immediate benefit for Vivendi Uni from the NBC Uni deal is that it cuts the conglomerate's net debt by about $6 billion. Sources said the company will provide details of this calculation in the coming days. The conglomerate's goal is to bring its net debt to less than €5 billion ($6 billion) by year's end.

While GE chairman and CEO Jeff Immelt and Vivendi Uni chief Fourtou weren't present at the official media unveiling Wednesday, they did laud the NBC Uni deal in statements.

"With its experienced management team and portfolio of valuable media assets, we expect NBC Universal to continue to benefit Vivendi Universal and its shareholders," Fourtou said.

Added Immelt: "Strategically, this business will have an advantage in content, so valuable in the future of digital media. Financially, it will provide a great return for GE investors."

GE shares Wednesday closed up 0.5% at $30.40. American depository shares of Vivendi Uni closed down 0.3% at $23.74.









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