Comcast Corporation (NasdaqGS:CMCS.A) made an offer to acquire Sky plc (LSE:SKY) from Twenty-First Century Fox, Inc. (NasdaqGS:FOXA) and others for £29.7 billion on February 27, 2018. Under the terms of the deal, Comcast has made an all-cash offer of £12.5 for each share of Sky. The cash offer represents a premium of approximately 16% to the current Twenty-First Century offer price of £10.75 for each Sky share which Twenty-First Century and its affiliates do not already own. As of July 11, 2018, Comcast increased the offer price to £14.75 in cash for each share of Sky. The cash consideration under the transaction would be financed through a combination of Comcast's existing financial resources and new third party debt. As of April 25, 2018, Comcast entered into credit agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC for an unsecured bridge credit agreement of up to £16 billion and an unsecured term loan credit agreement of up to £7 billion. In addition, the proceeds of borrowings under a revolving credit facility between Comcast and, among others, JPMorgan Chase Bank, N.A. as administrative agent, for an aggregate principal amount of up to $7 billion (£5.04 billion) are available to finance the cash consideration payable pursuant to the acquisition as of July 11, 2018. As of August 22, 2018, Comcast entered into a new unsecured term loan credit agreement in an aggregate principal amount of $6 billion (£4.32 billion). Comcast also entered into an amendment with respect to the existing bridge facility which provides for a reduction in commitments of £3.1 billion and certain technical amendments to accommodate the term facility provided under the new term loan agreement. Comcast will use proceeds from notes offering of $27 billion (£19.4 billion) to fund the transaction. As of August 22, 2018, Comcast has received valid acceptances for shares representing 0.21% of Sky. Following the deal, Comcast will maintain Sky's UK headquarters at the Osterley campus.

The transaction is subject to 50% plus one share minimum acceptance condition, Comcast Board approval, anti-trust and regulatory approvals. Anti-trust clearance will be required from the European Commission in addition to certain national regulatory approvals. The independent committee of Sky recommended the shareholders of Sky to take no action. As on May 21, 2018, the U.K. government intends to allow Comcast's bid for Sky to move ahead. As per Britain's culture secretary, Matt Hancock, the proposed merger does not raise concerns in relation to public interest considerations which would meet the threshold for intervention. Hancock is still considering that bid and is expected to make a final decision about it by sometime in June 2018. However, Comcast's proposed Sky acquisition does face a review by European Union antitrust regulators, who are scheduled to make a decision by June 15, 2018. As of May 10, 2018, FCA approved the acquisition of control by Comcast of Sky. As of June 15, 2018, European Commission has cleared unconditionally the acquisition. As of July 11, 2018, Comcast has received relevant regulatory approvals in the EU, Austria, Germany, Italy, and Jersey and revised offer has been unanimously recommended by the Independent Committee of Sky, which has hence withdrawn its recommendation for the increased price of £14 per share offered by Twenty-First on July 10, 2018. The deal is expected to be completed by the end of 2018. As of July 11, 2018, Comcast expects to complete the acquisition before the end of October 2018. As of July 13, 2018, it was announced that the increased offer will close on August 22, 2018. As of August 22, 2018, the offer was extended and will now remain open for acceptances until September 12, 2018. As of September 12, 2018, the offer has been further extended to October 6, 2018. As of September 12, 2018, there is a probability that the competing bids from Comcast and Twenty-First end up in a sealed bids auction if final offers are not submitted by September 22, 2018. As on September 22, 2018, Comcast won the auction with the highest offer price of £17.28 per Sky share. The Independent Committee unanimously recommended that Sky shareholders accept the offer as the price is materially superior. On September 26, 2018, Twenty-First agreed to sell its 39% stake in Sky to Comcast. Fox has now decided to accept Comcast's £17.28 a share offer. On October 3, 2018, Comcast entered into an agreement to acquire 672.8 million Sky shares held by Twenty-First or its affiliates (representing approximately 39.12% of the issued ordinary share capital of Sky) at a price of £17.28 per share. The transaction is expected to be accretive to Comcast's free cash flow per share in year one. The completion date of the sale and purchase with Twenty-First Century shall be October 9, 2018. On October 9, 2018, Comcast completed the acquisition of 672 million shares of Sky plc (representing approximately 39.12% of the issued ordinary share capital of Sky). On October 9, 2018, Sky announced changes to the composition of its board as a result of the Comcast Offer becoming unconditional in all respects. James Murdoch, John Nallen, Chase Carey, Martin Gilbert, Andy Sukawaty, Tracy Clarke and Katrin Wehr-Seiter have resigned from the Sky board. Matthieu Pigasse and Adine Grate have agreed to remain on the Sky Board for the time being. James Conyers, Sky's Group General Counsel, has been appointed to the Sky board as an executive director with immediate effect. Comcast received valid acceptances of the mandatory offer in respect of a total of 44 million Sky shares representing approximately 2.56%. Comcast holds 1.3 billion Sky Shares, representing approximately 76.8% of Sky's issued ordinary share capital. If Comcast receives 90% or more of the voting rights of Sky then Comcast intends to apply for compulsory acquisition for the remaining shares. As on October 11, 2018, , and will shortly begin the implementation to acquire the remaining shares. As on October 11, 2018, the offer is still open for acceptance.

Mark Astaire, Richard Taylor, Daniel Ross and Hugh Moran of Barclays Capital PLC, Simon Smith, Laurence Hopkins, Anthony Zammit and Ben Grindley of Morgan Stanley & Co. International plc, Simon Lyons, Scott Matlock and Jonathan Hall of PJT Partners and Stephen Locke of Wells Fargo Securities, LLC and Citigroup Inc. acted as financial advisors and brokers. Shearman & Sterling LLP acted as legal advisors to Merrill Lynch Pierce Fenner & Smith Inc. and Wells Fargo Securities, LLC. Herbert Smith Freehills LLP acted as legal advisors, Equiniti Limited acted as the registrar and The Bank of New York Mellon acted as the depositary to Sky plc. Robey Warshaw LLP, Evercore Group L.L.C, Merrill Lynch International, Evercore Partners International LLP acted as financial advisors. Will Pearce of Davis Polk & Wardwell LLP and Freshfields Bruckhaus Deringer LLP and CMS acted as legal advisors to Comcast Corporation. Patrick Ryan, Sinead O'Shea, Matthew Farrell, Rustin Brown, Sarah Pelham, Sara Park, James Connor, Joseph Kaufman, Jonathan Ozner and Jessica Asrat of Simpson Thacher & Bartlett LLP, Allen & Overy and Howard Ellin, Brandon Van Dyke, Thad Hartmann and Kyle Hatton of Skadden, Arps acted as legal advisors and Deutsche Bank, Centerview Partners acted as financial advisors to Twenty-first Century Fox, Inc.

Comcast Corporation (NasdaqGS:CMCS.A) completed the acquisition of Sky plc (LSE:SKY) from Twenty-First Century Fox, Inc. (NasdaqGS:FOXA) and others on October 11, 2018. Comcast has received valid acceptance of 1.64 billion Sky plc shares representing approximately 95.32% of the existing issued share capital of Sky plc and will acquire the remaining shares through compulsory acquisition. Comcast will continue to accept shares under mandatory offer till the launch of compulsory acquisition.