Comcast’s $31 Billion Possible Cash Offer for Sky

Davis Polk and Freshfields are advising Comcast Corporation in connection with its £22.1 billion ($30.8 billion) possible cash offer to acquire the entire share capital of Sky plc. Allen & Overy and Skadden are advising 21st Century Fox and Herbert Smith Freehills is advising Sky.

Under the terms of Comcast’s proposal, Sky shareholders would receive £12.50 in cash for each share. If made, the offer, that would be implemented as a tender offer with a 50% plus one share acceptance condition, would be subject to regulatory and antitrust approvals and other customary conditions.

Comcast Corporation is a global media and technology company with two primary businesses Comcast Cable and NBCUniversal. Comcast is headquartered in Philadelphia, Pennsylvania, and listed on NASDAQ. Sky is a consumer entertainment company in Europe, providing entertainment and communication services to consumers primarily in the United Kingdom, Germany and Italy. Sky is headquartered in London, United Kingdom, and listed on the London Stock Exchange.

The Davis Polk corporate team includes Managing Partner Thomas J. Reid (Picture) and partners Will Pearce and Brian Wolfe. Partners Michael Kaplan and Reuven B. Young are providing securities law advice. Partners Jason Kyrwood and Nick Benham are advising on the debt financing of the transaction. Partners Neil Barr and Jonathan Cooklin are providing tax advice. Partner Arthur J. Burke and counsel Nicholas Spearing and Michael Sholem are providing regulatory and antitrust advice.

Freshfields is advising Comcast with a team including M&A partners Julian Long and Alison Smith, City (M&A) John Davies and Michelle Davis (Antitrust) and Alice Greenwell (Employment).

Allen & Overy is advising 21st Century Fox with Antonio Bavasso (Antitrust), David Broadley, Seth Jones and Simon Toms (M&A).

Skadden, Arps, Slate, Meagher & Flom is advising 21st Century Fox with Howard Ellin and Brandon Van Dyke

Simpson Thacher & Bartlett is advising 21st Century Fox with Patrick Ryan and Sinead O’Shea (Banking & Finance).

Herbert Smith Freehills is advising Skywith a team led by M&A partner Stephen Wilkinson.


Involved fees earner: Stephen Wilkinson – Herbert Smith Freehills; Thomas Reid – Davis Polk & Wardwell; Will Pearce – Davis Polk & Wardwell; Brian Wolfe – Davis Polk & Wardwell; Michael Kaplan – Davis Polk & Wardwell; Reuven Young – Davis Polk & Wardwell; Jason Kyrwood – Davis Polk & Wardwell; Nick Benham – Davis Polk & Wardwell; Neil Barr – Davis Polk & Wardwell; Jonathan Cooklin – Davis Polk & Wardwell; Arthur Burke – Davis Polk & Wardwell; Nicholas Spearing – Davis Polk & Wardwell; Michael Sholem – Davis Polk & Wardwell; Patrick Ryan – Simpson Thacher & Bartlett; Sinead O’Shea – Simpson Thacher & Bartlett; Howard Ellin – Skadden Arps Slate Meager & Flom; Brandon Van Dyke – Skadden Arps Slate Meager & Flom; Antonio Bavasso – Allen & Overy; David Broadley – Allen & Overy; Seth Jones – Allen & Overy; Simon Toms – Allen & Overy; Julian Long – Freshfields Bruckhaus Deringer LLP; Alison Smith – Freshfields Bruckhaus Deringer LLP; John Davies – Freshfields Bruckhaus Deringer LLP; Michelle Davis – Freshfields Bruckhaus Deringer LLP; Alice Greenwell – Freshfields Bruckhaus Deringer LLP;

Law Firms: Herbert Smith Freehills; Davis Polk & Wardwell; Simpson Thacher & Bartlett; Skadden Arps Slate Meager & Flom; Allen & Overy; Freshfields Bruckhaus Deringer LLP;

Clients: Comcast Corporation; Twenty-First Century Fox, Inc.; Sky plc;


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