Davis Polk is advising Comcast Corporation in connection with its £30.6 billion ($40.0 billion) recommended increased cash offer to acquire the entire share capital of Sky plc. Under the terms of Comcast’s offer, the key terms of which were announced on September 24, 2018, Sky shareholders will receive £17.28 in cash for each share. The offer, intended to be implemented as a tender offer with a 50% plus one share acceptance condition, is subject to regulatory and antitrust approvals and other customary conditions. The offer has been unanimously recommended by Sky’s independent committee, which has urged Sky shareholders to accept immediately. Comcast is also seeking to make market purchases of Sky Shares from eligible shareholders.

The increased offer price was established in an auction process supervised by the U.K. Takeover Panel on September 22, 2018, and undertaken pursuant to a set of auction rules established by the U.K. Takeover Panel and agreed to by Sky, Comcast, The Walt Disney Company and 21st Century Fox. Comcast has put in place a £12.9 billion unsecured bridge facility, a £7 billion unsecured term loan and a $6 billion unsecured term loan and amended the terms of a $7.6 billion revolving credit facility to provide committed finance for the offer.

In connection with its offer, Comcast has provided a series of legally binding commitments to guarantee the long-term future of Sky News and its ongoing editorial independence, as well as to support the growth of Sky in the United Kingdom.

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 and partners Will Pearce and Brian Wolfe. 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. Partners Bruce K. Dallas and Reuven B. Young are providing securities law advice. Members of the Davis Polk team are based in the London, New York and Northern California offices.