Comcast’s Board of Directors approved the separation of the company’s cable television networks and complementary digital platforms from its remaining businesses to create an independent, publicly traded company called Versant Media Group in early January.
It will trade on the Nasdaq under the stock symbol VSNT. Versant executives will introduce the company to Wall Street and the press at an investor day event in New York on Thursday.
The spinoff has been a year in the making and comes as the Philadelphia-based media giant is bidding to acquire the studio and streaming businesses of Warner Bros. Discovery amid a massive transformation of the media landscape.
It outlined the mechanics of the split, which will be achieved through a pro rata distribution of 100% of the outstanding shares of Versant Class A common stock and Versant Class B common stock to the holders of Comcast Class A common stock and Comcast Class B common stock.
Comcast shareholders will receive one share of Versant Class A common stock or Versant Class B common stock for every 25 shares of Comcast Class A common stock or Comcast Class B common stock, respectively, held at the close of business on the record date of December 16.
The distribution of Versant shares is expected to be completed after the close of trading on Nasdaq on January 2.
Fractional shares of Versant common stock will not be distributed. Any fractional share of Versant Class A common stock otherwise issuable to a holder of Comcast Class A common stock will be sold in the open market on such shareholder’s behalf, and such holder will receive a cash payment for the fractional share based on its pro rata portion of the net cash proceeds from all sales of fractional shares.
Prior to the distribution, Comcast expects to deliver an information statement to all shareholders entitled to receive the distribution. The information statement will describe Versant, including the risks of owning Versant common stock and other details regarding the separation.
It said the completion of the distribution “is subject to a number of customary conditions, including that no event or development will have occurred or exist that, in the judgment of the Board, in its sole discretion, makes it inadvisable to effect the distribution.”
Comcast expects to receive an opinion from its tax advisor confirming the tax-free status of the separation to Comcast and its shareholders.
It expects that a “when-issued” public trading market for Versant Class A common stock will start on or about December 15 under the symbol VSNTV, and will continue through the distribution date. Comcast also anticipates that “regular-way” trading of Versant Class A common stock will begin on January 5, the first formal trading day following the distribution date.
Following the distribution, Versant will be an independent, publicly traded company.
Goldman Sachs and Morgan Stanley are serving as financial advisors to Comcast, and Davis Polk & Wardwell as legal counsel