Davis Polk & Wardwell LLP advised Comcast Corporation in connection with the offering by NBC Universal, Inc. of $4 billion of senior notes, consisting of $1 billion aggregate principal amount of 3.65% senior notes due 2015, $2 billion aggregate principal amount of 5.15% senior notes due 2020 and $1 billion aggregate principal amount of 6.40% senior notes due 2040. The notes were issued pursuant to Rule 144A and Regulation S. Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and Citigroup Global Markets Inc. acted as joint book-running managers for the offering.

The issuance of the notes is part of the $9.1 billion of financing to be raised by NBC Universal in connection with the previously announced joint venture between Comcast and General Electric Company that will be 51% owned by Comcast, 49% owned by GE and managed by Comcast. The joint venture will combine NBC Universal and Comcast’s national cable networks, regional cable networks and certain digital media assets.

NBC Universal will use a portion of the proceeds of the notes offering to repay $1.7 billion of its outstanding debt and the remaining portion will be used, together with the additional borrowings, to make the cash distribution to GE contemplated as part of the joint venture transaction.

The Davis Polk corporate team included partners Bruce K. Dallas and Julia K. Cowles and associates Jeffrey Gould, Nicolas M. Janof, Patrick Spencer and Sara Chang. Partners Avishai Shachar and Neil Barr and associates Craig A. Phillips and Devasish Majumdar of the New York office provided tax advice. Michael Nguyen was the legal assistant on the transaction. Except as noted above, all members of the Davis Polk team are based in the Menlo Park office.