Disney’s Agreement with Comcast for Full Operational Control of Hulu

On May 14, 2019, The Walt Disney Company (“Disney”) and Comcast Corporation (“Comcast”) announced that Disney will assume full operational control of Hulu, effective immediately, in return for Disney and Comcast entering into a “put/call” agreement regarding NBCUniversal’s 33% ownership interest in Hulu. Under the put/call agreement, as early as January 2024, Comcast can require Disney to buy NBCUniversal’s interest in Hulu and Disney can require NBCUniversal to sell that interest to Disney for its fair market value at that future time. Hulu’s fair market value will be assessed by independent experts but Disney has guaranteed a sale price for Comcast that represents a minimum total equity value of Hulu at that time of $27.5 billion. Cravath is representing Disney in connection with the transaction.

The Cravath team is led by partner George F. Schoen and includes associates Joshua Ayal, Sarah R. Jacobson and P. Purun Cheong on M&A matters; partner Nicholas A. Dorsey on securities matters; partner David J. Kappos and associate Kathryn‑Ann Stamm on intellectual property matters; partner Evan R. Chesler and associate Jeffrey A. Ritholtz on litigation matters; and senior attorney Christopher J. Kelly on banking matters. Ryan J. Wichtowski also worked on intellectual property matters.