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Welcome back to Dry Powder. There are plenty of reasons to believe that Comcast is seriously considering, or “studying,” the idea of sending out to sea its increasingly forlorn set of cable TV channels, a bombshell that interim NBCU C.E.O. Mike Cavanagh dropped with almost conspicuous nonchalance last Thursday morning. Comcast, in my experience, doesn’t float trial balloons. But is the spinco idea actually viable? And did the timing have anything do with the rather disappointing earnings announcement?
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Dry Powder
The Daily Courant

Welcome back to Dry Powder. I’m Bill Cohan, encouraging all of you to encourage all the people in your life to vote.

There are plenty of reasons to believe that Comcast is seriously considering, or “studying,” the idea of sending out to sea its increasingly forlorn set of cable TV channels, a bombshell that interim NBCU C.E.O. Mike Cavanagh dropped with almost conspicuous nonchalance last Thursday morning. Comcast, in my experience, doesn’t float trial balloons. But is the spinco idea actually viable? And did the timing have anything do with the rather disappointing earnings announcement? More on all that, below the fold.

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But first…

  • A DJT market curiosity: Last week, I wrote about the DJT roller coaster—since the beginning of October, the stock has rocketed from roughly $16 a share to a high of $51.51 on October 29, an increase in a month of 222 percent. That grew the market value of Donald Trump’s company, which encompasses the Truth Social media platform, to about $7 billion, despite its enormous losses and lack of revenue. My friend Scott Galloway has convincingly argued that the fate of DJT is a forward-looking proxy for what might occur on Tuesday, given that Trump himself owns about 60 percent of the stock. And in the past weeks, DJT appeared to be a bellwether for the vibe shift favoring the former president.

    Since reaching its high, however, the DJT stock is now about $30.56 a share, down 41 percent in three trading sessions. Is this the sign of changing political moods? Some funky market activity? A collective come-to-Jesus reckoning with the true value of the company? One interesting wrinkle that has not gone unnoticed on Wall Street: Trump’s lock-up period on the stock expired in September, perhaps facilitating any number of derivatives or options trades.

    One of my longtime faithful Wall Street sources emailed me on Thursday to suggest how Trump could have used the volatility in the DJT stock to lock in $50 a share without actually selling off his stock, which obviously would send the wrong message to the market at a very tenuous moment. “Heads he wins, and tails he wins,” he wrote.

    First, Trump could have sold covered calls at $30 per share that were “deep in the money,” my friend wrote, and then gone long and bought $30 puts that were way out of the money. If the DJT stock is trading above $30 on November 8, Trump would sell stock at $30 per share, but keep the $20 per share from the option trade. If he loses the election, he could exercise those $30 puts—since the DJT stock may go to zero in this outcome—and get that $30 per share, plus the $20 per share he already has in his pocket: Voila, $50 per share, all without selling any of his stock before the election. “Nice,” my friend wrote, adding that he just needed “a little help” from his rich friends such as Ken Griffin, or Elon, or M.B.S. to pull off the trades. (This is not investment advice.)

And now, on to the main event: the white smoke emanating from Philly…

The Comcast Cable Prenup
The Comcast Cable Prenup
Mike Cavanagh’s earnings call mic drop about the future of Comcast’s cable networks has the industry—and the denizens of 30 Rock, in particular—looking for tea leaves to read about what the executives in Philly are apparently “studying.”
WILLIAM D. COHAN WILLIAM D. COHAN
Mike Cavanagh’s bombshell announcement on Thursday morning seemed almost like an afterthought. There he was, the former JPMorgan Chase investment banker and C.F.O. turned senior Comcast executive—and the interim C.E.O. of NBCU since Jeff Shell exited the business—babbling on about “convergence” and Epic Universe, the company’s forthcoming $150 million Orlando theme park, when he nonchalantly dropped the news that Comcast was studying the idea of sending out to sea its increasingly forlorn set of cable TV channels. “We are now exploring,” he said, “whether creating a new well-capitalized company, owned by our shareholders and composed of our strong portfolio of cable networks, would position them to take advantage of opportunities in the changing media landscape and create value for our shareholders.”

Is Comcast—which acquired NBCU some 15 years ago from GE for $30 billion—really getting ready to spin off a new company composed of Bravo, Syfy, USA, CNBC, and MSNBC, along with some debt, and allowing it to fend for itself? Was this Cavanagh’s equivalent of Bob Iger’s “Everything’s on the table” comment at Sun Valley? (Alas, nothing ever came of Iger’s ponderous thought bubble…) Comcast, at least in my experience, doesn’t float trial balloons; the company really is studying the spin-out idea—as they must, I hasten to add, as responsible fiduciaries for their shareholders. A Comcast spokesman declined to tell me the firms Comcast has engaged for the assignment, but I bet it’s the usual Comcast lineup of Paul Taubman, from PJT Partners, and Morgan Stanley, his former firm, plus Davis Polk.

I suspect most of the consternation, if there is any, will be coming from the folks at CNBC and MSNBC, who are now wondering if they’ll suddenly find themselves untethered from the mothership at NBC News. (My partner Dylan Byers previewed some of this vexation on Friday.) This would be a major breakup, given the fact that both CNBC and MSNBC sprung from the womb back when GE owned NBC. They were the brainchildren of a group of then GE executives including Jack Welch, Bob Wright, Tom Rogers (a CNBC regular now), and David Zaslav, now the C.E.O. of Warner Bros. Discovery. I’m not an expert on the back-office links between NBC, CNBC, and MSNBC, or whether their technology and operating teams are fundamentally independent of one another. But obviously, there is a lot of cross-pollination there—talent, branding, negotiating power, real estate, etcetera—and there almost certainly exists more synergies within the news division than between MSNBC and CNBC and the other cable assets. Indeed, all of NBC News, CNBC, and MSNBC roll up to Cesar Conde.

Unscrambling this egg will be particularly complicated. And while Comcast executives are evasive about which networks and scenarios are being studied, and by whom, it’s hard to see how CNBC and MSNBC slip the knot. “We are not ready to talk about any specifics yet, but we’ll be back to you as and when we reach firm conclusions,” Cavanagh said on the call. On the other hand, as one industry observer told me, “Brian Roberts hates MSNBC.” So we’ll see, won’t we? (A Comcast spokesman called this assertion “completely false.” By the way, post spin-out, should it occur, Brian would still own the same amount of the spinco as he does of Comcast, so he’d still be owning the cable channel.)

Cavanagh demurred when Ben Swinburne, a research analyst at Morgan Stanley, asked him to unpack his vague and surprising announcement. “There are a lot of questions to which we don’t have answers, so we want to do the work,” he told Ben. “And we want to do the work with transparency around it, so that as rumors fly—we expect that—we want our shareholders to understand what we’re willing to look at. … I think we’ve got a very strong hand given the strength of the businesses.”

Later, Caavnagh added a few additional thoughts: One, that Comcast would be open to combining Peacock, its money-losing streaming business, with another streamer. He said such a partnership “could be interesting,” but “they are very complicated.” (That’s for sure). And, second, he acknowledged that with the linear assets going downhill fast, tossing them overboard would allow Comcast’s topline growth to look even better than it already does.

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The Spinco
Comcast does not break out the financials individually for its “cable networks,” so there is no way for outsiders to know the revenue and profitability trajectory for those businesses. What we do know is that all of Comcast’s “media” businesses generated $25.4 billion of revenue in 2023 and $3 billion of “adjusted EBITDA” (make it stop, please), down from $26.7 billion in revenue and $3.5 billion of “adjusted EBITDA” the previous year. So things are headed south relatively quickly, it seems—hence the need for the “study.” (It was $5.1 billion of “adjusted EBITDA” in 2021.) Thanks to NBC broadcasting the Paris Olympics, Comcast’s “media” segment generated $20.9 billion of revenue in the first nine months of 2024, up 14 percent over the same period of 2023, but “adjusted EBITDA” for the segment was down slightly, at $2.8 billion.

Interestingly, Cavanagh’s announcement that Comcast was studying the spinco idea took the air out of the earnings announcement, which may have been the point. Comcast C.F.O. Jason Armstrong explained that in the third quarter of 2024, Comcast’s “total EBITDA” decreased 2 percent to $9.7 billion. EBITDA at Comcast’s Universal theme parks business decreased 14 percent in the third quarter, to $1.8 billion, as compared to last year’s third quarter, which was an all-time high. (Comcast is hoping Epic Universe will change that trajectory, to say nothing of Donkey Kong Country, in Osaka, and the Fast & Furious roller coaster at Universal Studios Hollywood.)

Comcast’s media division EBITDA in the third quarter decreased 10 percent, to $650 million, while EBITDA at Comcast’s movie studio businesses increased 9 percent. With overall EBITDA down for the quarter, why not drop the news that the company was thinking ahead and exploring a spinco—a notion that might just change the narrative from the current declines, to how to position the company for future growth? When I pressed this observation on one top Comcast source, the notion was flatly rejected. “We felt really good about this quarter,” this person said, adding that the spinco announcement “wasn’t a distraction from the numbers.”

I rang up our friend Rich Greenfield at LightShed Partners for further clarity. He was skeptical, to say the least. His first question was why the study is happening now, when the ship appears to be sinking, instead of years ago when the ship was still afloat? “Everybody wants to get out of the same thing,” he said. “Iger wants to get out of it. Zaslav wants to get out of it. Roberts wants to get out of it. Why didn’t they get out of these businesses five years ago, when they were still healthy?” Greenfield reminded me that he was pushing the #GoodLuckBundle hashtag eight years ago. “This seemed pretty obvious: Consumers weren’t going to pay for big bundles of linear cable networks,” he said. “But they could have levered these things up and exited them years ago. Now, when it’s really problematic and there’s no hope, now they’re ready to get rid of them, and it’s a lot harder.”

Rich thinks it could all be just a big head fake. “Is this just meant to show investors, Hey, we’re thinking of lots of things. We have no idea what’s possible, but we’re going to explore it. And six months later, nothing’s happened, and no one’s talking about it. ESPN took a lot of meetings with people to make an investment and nothing happened.” The more we talked about it, the more incredulous he became. “I’m calling bullshit,” he said. “I love that they’re exploring ideas, right? But when you actually put pen to paper and say, Well, how would this functionally work? Just because you’re open to possibilities doesn’t mean you’re actually going to do anything.”

On the one hand, the strategic imperative is there, finally, to do something with these assets that are rapidly losing steam, and have been for a long time. But most likely, nothing will happen with Comcast, either. It all just gets too complicated with shared rights agreements and debt covenants and cross-branding. (Look at the problems Lionsgate has had with its creditors while trying to jettison Starz.) How do you unwind something that has been intertwined for decades? GE managed to do it with GE Capital—a fatal decision which led to the splitting up of GE into three separate companies and the end of one of our greatest corporate experiments. So, we’ll see what Paul Taubman’s analysis shows, especially as months go by and memories fade. Who else, besides me, is wondering what’s taking so long for Iger and Roberts to get the Hulu deal done?

Before we concluded our conversation about Comcast’s spinco trial balloon, Rich, unprompted, echoed exactly what I’d been thinking: “It definitely distracted the press from writing about earnings, though.”

FOUR STORIES WE’RE TALKING ABOUT
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