Comcast (NASDAQ:CMCSA) is losing its chief financial officer and gaining a business partner.
The company has announced that vice chairman and CFO Michael J. Angelakis will be stepping down to lead a "new, strategic company that will focus on investing in and operating growth-oriented companies, both domestically and internationally." Angelakis won't be heading too far away from the cable and Internet giant since his old employer will serve as the principal investor for his new venture.
Though details about the not-yet-launched company are scarce, Comcast's CEO seemed excited to be in business with his departing CFO.
"This is a time of tremendous change and opportunity in our core technology and media industries, as well as in adjacent business areas. We believe the ability to establish entrepreneurial ventures that partner with and participate in the growth of innovative companies can be an important driver of strategic and financial value creation for our company," said Brian L. Roberts, Chairman and Chief Executive Officer of Comcast.
The move is a big bet by Comcast on Angelakis and it's also an acknowledgment that the company's current lines of business may not have huge growth potential.
What is Comcast doing?
In addition to supporting its ex-CFO with positive comments in a press release, Comcast will also be putting its money where its mouth is. The company detailed the arrangement in the announcement.
The new company will have total capital commitments of up to $4.1 billion, of which $4.0 billion will be invested by Comcast, at least $40 million will be invested personally by Mr. Angelakis, with the remainder coming from other senior members of the new company's management team. This new company will have an exclusive, 10-year partnership with Comcast as sole outside investor.
Comcast detailed the financial arrangement in an SEC filing made the same day the deal was announced. Perhaps the most important fact noted in that filing is that the company will "receive non-voting preferred equity interests in the Company and fully exercisable warrants to acquire (at a $0 exercise price and at any time) non-voting Class A common equity interests in the Company."
The cable company has also agreed to pay an annual $40 million management fee "subject to certain offsets." Angelakis and his leadership team will put in up to $100 million "with at least $40 million to be funded by Mr. Angelakis, subject to his continued role with the Company), in exchange for which they will also receive non-voting preferred equity interests."
Comcast won't have voting shares, but does have the ability to get out of the deal if Angelakis decides to leave, which it explained in the SEC document:
The Class A common equity interests issued upon exercise of the warrants will represent 87.5% of the Company's aggregate common equity interests. The Company's management team will also own 100% of the Company's voting Class B common equity interests, which, following exercise of the warrants, will represent 12.5% of the Company's aggregate common equity interests. Comcast will be entitled to terminate its capital commitment if, among other things, Mr. Angelakis is no longer serving as the Company's Chief Executive Officer or lead investment professional.
Upon any disbursement of profits, Comcast's management fee will be paid back first along with an additional 2%. In addition, the new company can reinvest any profits during its first seven years as long as the amount contributed by Comcast has not exceeded $4 billion
Why is it doing it?
Neither Comcast nor Angelakis gave any specifics about what the new venture would be investing in beyond the broad strokes laid out in the press release. You can assume though that the company will be looking to invest in businesses which could thrive as the cable industry shrinks.
Angelakis has been instrumental in a number of Comcast's investments including "QVC, Comcast Cellular and SpectrumCo, which have generated tremendous strategic and shareholder value," Roberts said in the press release.
Though its prospects are vague, Comcast is smart to commit significant capital into investing in other companies. Two of its core businesses -- selling cable and Internet access -- are facing massive change and increasing competition. While neither one is likely to disappear anytime soon, margins could get tighter, and customer bases could shrink.
Comcast is betting that with $4 billion at his disposal Angelakis can spot the next Facebook and avoid the next MySpace. That has historically been very hard to do, but it's likely worth the risk as investing early and often -- even with some failures -- can sometimes be a much cheaper path to profits than buying into mature or maturing businesses.