Roberts’ Dual-Class Play at Comcast and its Spinoff Versant – C-suite Transitions

Few corporate models generate as much intrigue or skepticism as the Co-CEO structure. Rare but strategically deployed to balance continuity with execution, particularly during succession or transformational periods. Notable examples include Netflix, where Ted Sarandos (content) and Greg Peters (operations) co-led, and Oracle, which has utilized shared leadership roles to align finance, operations, and product strategy during periods of growth.

Comcast now joins this trend, appointing Michael J. Cavanagh as Co-CEO alongside Brian L. Roberts, as the company prepares to spin off NBCUniversal’s cable networks into Versant Media Group.

Comcast Corporation (CMCSA): $28.53
Market Cap: $105.07B
EV: $203.10B

Key Insights

• Leadership Transition: Comcast announced that Michael J. Cavanagh, currently President, will be promoted to Co-CEO effective January 2026.
• Strategic Spin-off: Comcast is moving ahead with the spin-off of NBCUniversal’s cable networks into Versant Media Group
• Financing and Capital Return: Versant Media Group raised $2 billion in leveraged financing to fund a payment to parent Comcast Corp.
• Governance and Control: Brian L. Roberts, Comcast’s chairman and chief executive, will hold all of the outstanding Class B shares of Versant. Brian L. Roberts’ family controls approximately a non-dilutable 33⅓ % of the company’s voting power
• Strategic Interest: Media reports suggest that Comcast (along with Netflix) is among the interested parties in a possible WBD acquisition.

Company Profile

Comcast Corporation (CMCSA) is one of the world’s largest media and technology conglomerates, operating across broadband, entertainment, and content production.

Comcast’s operations are structured across five core segments:

• Residential Connectivity & Platforms: Provides broadband and wireless connectivity to households under the Xfinity and Sky brands. It also includes residential and business video services, Sky-branded television networks, and advertising solutions.
• Business Services Connectivity: Delivers broadband, wireline voice, and wireless services to small businesses, alongside advanced Ethernet and networking solutions for medium and large enterprises under the Comcast Business brand.
• Media: Houses NBCUniversal’s broadcast and cable networks, including NBC, Telemundo, and MSNBC, as well as digital platforms like Peacock, Comcast’s flagship streaming service. It also manages international TV operations such as Sky Sports and related online media assets.
• Studios: Operates NBCUniversal and Sky’s film and television production and distribution businesses, spanning franchises such as Jurassic World, Despicable Me, and Fast & Furious.
• Theme Parks: Operates Universal theme parks in Orlando, Hollywood, Osaka, and Beijing, leveraging popular entertainment IP to drive high-margin experiential revenue.

Leadership Change

In September 2025, Comcast announced that Michael J. Cavanagh, currently President, will be promoted to Co-CEO effective January 2026, joining Brian L. Roberts, who will remain Chairman and Co-CEO. Cavanagh will also join Comcast’s Board of Directors, marking the first time a non-family member has held the CEO role at Comcast.

Cavanagh joined Comcast in 2015 as CFO and was promoted to President in 2022. Months later, following Jeff Shell’s exit as CEO of NBCUniversal, he assumed direct oversight of NBCUniversal’s TV, film, and theme park units, though he was never formally CEO of NBCUniversal. Under his leadership, NBCUniversal underwent restructuring and began preparations to spin out most of its cable networks, including CNBC, MSNBC, and Golf Channel.

Before Comcast, Cavanagh was a senior JPMorgan executive and co-head of its corporate & investment bank, involved in crisis-era deals such as the Bear Stearns acquisition. Widely regarded as Roberts’ heir apparent, Cavanagh’s promotion reflects their close partnership and they appear routinely together on earnings calls. Comcast CEO Brian Roberts has publicly said the cable spinout, one of Comcast’s most significant moves in years, was Cavanagh’s idea.

The Spinoff

In November 2024, Comcast announced a spin-off of its traditional cable networks and digital platforms into a standalone company (now named Versant Media Group). Comcast is moving ahead with the spin-off of NBCUniversal’s cable networks into Versant Media Group, carving legacy cable away from the parent’s faster-growing broadband, streaming and theme-park businesses.

Versant will house networks such as CNBC, MSNBC (renamed to MS Now), USA Network, E!, SYFY, Oxygen, and the Golf Channel, together with digital properties including Fandango and Rotten Tomatoes. This collection represents the bulk of NBCUniversal’s traditional cable ecosystem segments facing secular decline.

Leadership & Listing: Versant will be led by CEO Mark Lazarus with David Novak as Chairman and an eight-member board. The company is targeting a Nasdaq listing with the ticker VSNT in early 2026.

Financial Profile & Capital Structure: At launch, Versant is projected to generate approximately $7 billion in annual revenue, supported by a diversified mix of cable affiliate fees, advertising, and digital income. The company has completed its separation financing, raising around $2 billion through a combination of high-yield notes and a leveraged loan. In total, Versant’s capital structure will include roughly $750 million in a leveraged loan facility and $2.75 billion in term debt, enabling a $2.25 billion cash distribution to Comcast at the time of the spin-off.

Strategic Rationale: For Comcast, the spin-off simplifies its corporate structure and reduces exposure to linear TV headwinds, while freeing capital to invest in broadband infrastructure, streaming (Peacock), and theme park expansion. For Versant, independence offers operational focus and potential to pursue targeted M&A or partnerships across digital and ad-supported media.

Who Is Brian Roberts – The Man Behind Comcast’s Transformation

Brian L. Roberts serves as Chairman, President, and Chief Executive Officer of Comcast Corporation, continuing the legacy of the company founded by his father, Ralph J. Roberts. He joined Comcast as a trainee in 1981, became President in 1990, and assumed the role of CEO in 2002.

Under his leadership, Comcast has transformed from a regional cable provider with about $657 million in revenue in 1990 into a global media and technology powerhouse generating roughly $124 billion in annual revenue and serving more than 52 million customers worldwide. Roberts has been instrumental in driving Comcast’s major strategic milestones, including the $72 billion acquisition of AT&T Broadband in 2001, which made Comcast the largest U.S. cable operator, and the 2009 purchase of NBCUniversal, which fully integrated content production with distribution. He also led the $39 billion acquisition of Sky plc in 2018, significantly expanding Comcast’s international footprint across Europe and Asia.

His father, Ralph J. Roberts, co-founded the company in 1963 with Dan Aaron and Julian Brodsky, starting with a small 1,200-subscriber cable system in Mississippi. Ralph Roberts led Comcast for over four decades, and the family has retained a controlling interest through Comcast’s dual‐class share structure.

Comcast’s Dual-Class Share Structure

The Roberts family’s influence remains central to Comcast’s governance. Through a dual-class share structure, the family controls approximately a non-dilutable 33⅓ % of the company’s voting power, despite owning a smaller portion of the economic interest.

Brian L. Roberts holds all of Comcast’s Class B super-voting shares, which grant him 15 votes per share, compared with one vote for each publicly traded Class A share. This gives Roberts one-third of Comcast’s total voting power, a non-dilutable percentage that remains fixed regardless of future share issuances, even though he owns less than 0.3% of the public float. In practice, Roberts’s 9.444 million Class B shares (held entirely through BRCC LLC and two estate-planning trusts he controls) allow him to direct or block major corporate actions, including acquisitions, spin-offs, and board appointments, effectively preserving the family’s long-term strategic influence.

Meanwhile, Class A shareholders (the public) therefore control the remaining two-thirds of votes. Comcast previously had a third class of stock, Class A Special, which was eliminated in 2015 when all such shares were converted into Class A common stock, simplifying the structure to two classes: A and B.

Versant Media Group Spin‑off: Mirroring Comcast’s Control

Comcast has publicly stated the spin-out will preserve the dual-class structure and that Roberts’ super-voting shares will carry through to the separated entities. The new entity will also feature Class B shares carrying a non-dilutable 33⅓ % of all voting power, just as at Comcast. Importantly, Brian L. Roberts will own all of Versant’s Class B shares after the spin-off.

Versant’s dual-class setup also grants its Class B shares special approval rights on major transactions. The Class B shares are convertible into Class A shares at the holder’s discretion, but once converted, they lose their enhanced voting rights.

Why hold all the Class B shares but take no position?

It’s intentional. The dual-class design preserves the Roberts family’s long-term control. Roberts keeps the effective veto and directional control at Versant via Class B votes; he’ll control the outcome of major corporate events without holding an official title in the new company.

Recent Headwinds

• Subscriber Losses and Broadband Decline: In Q1 2025, Comcast reported a record loss of 199,000 broadband subscribers, including 183,000 residential and 17,000 business customers, exceeding analyst expectations. This decline is attributed to increased competition from telecom providers like AT&T, T-Mobile, and Verizon, which are aggressively expanding their internet offerings.
• Advertising Revenue Decline: NBCUniversal’s advertising revenue dropped approximately 7% in Q1 2025 due to lower volume and timing of sports content, tougher political advertising comps, and a generally weak ad market environment. This hit profitability in media segments.
• Debt Level: Comcast held approximately $101.53 billion in debt. Despite a cash reserve of $9.69 billion, the company’s net debt remains substantial, raising concerns.
• Regulatory Scrutiny: The Federal Communications Commission (FCC) has initiated an investigation into Comcast’s relationships with local broadcast TV affiliates, focusing on potential undue pressure on local stations.
• Operational Restructuring: In an effort to streamline operations, Comcast is eliminating a management layer within its broadband and pay TV division, potentially resulting in job cuts.
• WBD acquisition: Media reports suggest that Comcast (along with Netflix, Inc.) is among the interested parties in a possible WBD acquisition. Analysts note that a combination would significantly expand Comcast’s content and scale but face regulatory and control hurdles.

Valuation

Comcast will report Q3 2025 earnings on October 30, with analysts expecting EPS of $1.10 and revenue of $30.63 billion, slightly below last year. In Q2 2025, it delivered EPS of $1.25 (vs. $1.18 consensus) on $30.31 billion revenue, up 2% year-over-year, despite ongoing broadband subscriber losses.

Recent quarters show a consistent record of beating estimates, driven by strength in Peacock streaming and theme parks, even as legacy cable revenue declines. Comcast trades at a P/E of about 4.88, with an earnings yield above 13% and a dividend yield over 4%, underscoring its undervalued position amid a structural transition. On account of the significant debt it holds on the balance sheet, the EV/FCF (our preferred valuation metric) is 10.50, and the company is not as cheap as it initially appears.

Dividend

Comcast pays an annual dividend of $1.32 per share (≈ $0.33 quarterly), offering a yield of around 4.5%. The payout ratio is only ~21%, indicating strong coverage from earnings and room for continued increases. The company has raised its dividend for over 18 consecutive years, with 5-year annualized growth of ~7–8%. It stands out among peers like Disney (≈ 1.7% yield) and Charter (no dividend), offering investors a high, stable income stream despite structural challenges in broadband and cable.

Financials

Comcast’s balance sheet remains solid with $273.9 billion in assets and $97.2 billion in equity, though leverage is high with about $101.5 billion in total debt and a Net Debt/EBITDA ratio of ~2.3×. Cash and equivalents stand near $9.7 billion, providing liquidity support.

In Q2 2025, Comcast generated $30.31 billion in revenue and $4.5 billion in free cash flow, up sharply year-over-year, while adjusted EBITDA rose about 1% to $10.3 billion. Net income jumped to $11.1 billion, boosted by a one-time Hulu gain. Adjusted net income was closer to $4.6 billion.

Key operating trends:

• Broadband is the cash cow, but it is under pressure: It remains the company’s largest cash engine; subscriber losses have moderated in recent quarters due to new pricing and bundle strategies (but pressure from fiber and FWA persists). Analysts focus on whether Comcast’s DOCSIS 4.0 and fiber plays can arrest declines and preserve margin.
• Wireless: Offset, not replacement – Xfinity Mobile showed strong net adds (a retention/ARPU tool).
• Theme parks & studios: Parks produced high single-digit to double-digit revenue growth in the quarter, driven by new attractions; studios delivered box-office tailwinds in some windows.
• Media networks: While profitable, they are facing secular declines in linear viewership and advertising headwinds.
• Peacock & advertising: Peacock’s subscriber base has expanded sharply, driving content and ad revenue growth, but profitability remains pressured by high content costs. Advertising volatility also weighs on both Peacock and Versant’s outlook.

Key risks

• Broadband churn & ARPU erosion: If cable broadband losses accelerate (driven by fiber rollouts and 5G home), RemainCo cash flow will compress; mitigation depends on price locks, bundling, and conversion to higher-speed tiers.
• Versant capital structure stress: The spun networks company will carry leverage and content obligations. High interest rates or ad-market weakness could force cost-cutting or asset sales that reduce long-term optionality.
• Streaming profitability uncertainty: Peacock’s path to EBITDA breakeven remains unclear; incremental content spending to win subs may erode parent valuation.
• High leverage & capital intensity: With over $100 billion in debt and ongoing capex demands for network upgrades and parks, balance-sheet flexibility remains constrained.
• Governance & control: Concentrated control by Brian Roberts via Class B super-voting shares limits shareholder influence and may deter activist engagement or structural change.

Bull case (what has to happen):

• Broadband churn stabilizes and ARPU recovers through bundles and pricing.
• Peacock reaches a near-breakeven EBITDA profile as ad monetization and tiered pricing scale.
• Versant executes a disciplined rights/cost strategy and digital ad growth offsets linear declines.
• Market re-rates RemainCo toward a higher telecom/media multiple as the conglomerate discount narrows.

Bear case (warning signs):

• Broadband losses accelerate due to rapid fiber/5G adoption, requiring heavier capex and compressing returns.
• Versant’s ad revenue declines or interest coverage falters, forcing asset sales or equity raises at low prices.
• Peacock requires continued cash injections to chase subs, reducing FCF and raising leverage.
• Investor class B governance concerns deepen, increasing bid-ask for institutional investors and constraining index inclusion effects.

Comcast Q2 2025 Financial Highlights (Press Release) (Investor Presentation)

• Revenue increased 2.1% YoY to reflect balanced growth across Connectivity & Platforms and Content & Experiences segments.
• Net income surged to $11.1B, primarily driven by a $9.4B one-time gain from the sale of Comcast’s Hulu stake.
• Adjusted net income declined 1.7%, while Adjusted EBITDA grew 1.1%, underscoring modest operational leverage amid a mixed demand environment.
• EPS rose sharply to $2.98 (vs. $1.00 YoY), while Adjusted EPS increased 3.3% to $1.25, reflecting stronger capital returns and cost discipline.
• CapEx decreased 1.7% to $2.7B; investments rose 3.4% in Connectivity & Platforms (customer premise equipment and network extensions), offset by a 13.1% reduction in Content & Experiences as Epic Universe Orlando launched.
• Operating cash flow reached $7.8B, with free cash flow at $4.5B.
• Shareholder capital return totaled $2.9B, including $1.2B in dividends and $1.7B in share repurchases (49.3M shares)

Conclusion

Comcast enters a key transition phase with Michael Cavanagh set to become Co-CEO alongside Brian Roberts in January 2026. The Versant Media Group spin-off aims to unlock value from legacy networks, while Roberts’ continued control through Class B shares ensures strategic continuity.

I believe there is a high probability of Versant selling off post-spin, and Comcast will benefit from its streamlined corporate structure, not to mention the nice multi-billion dollar dividend Versant will pay Comcast. The situation is interesting, and Comcast might be worth considering for income-focused investors post-spin.

CEO

1. Science Applications International (SAIC): Chief Executive Officer Toni Townes-Whitley resigns effective October 23, 2025. (Filing)
2. Vertex (VERX): Chief Executive Officer, President David DeStefano retires effective November 10, 2025. (Filing)
3. Kemper (KMPR): Chief Executive Officer Joseph P. Lacher, Jr. resigns effective October 14, 2025. (Filing)
4. Nature’s Sunshine Products (NATR): Chief Executive Officer Terrence O. Moorehead resigns effective October 29, 2025. (Filing)
5. Applied DNA Sciences (APDN): Chief Executive Officer and President Judith Murrah resigns effective September 29, 2025. (Filing)
6. Legacy Housing (LEGH): President and Chief Executive Officer Robert Duncan Bates resigns effective October 10, 2025. (Filing)
7. USA Rare Earth (USAR): Chief Executive Officer Joshua Ballard resigns effective October 1, 2025. (Filing)
8. Portillo’s (PTLO): President and Chief Executive Officer Michael Osanloo resigns effective September 21, 2025. (Filing)
9. Credit Acceptance (CACC): Chief Executive Officer Kenneth S. Booth resigns effective November 13, 2025. (Filing)
10. Chegg (CHGG): President and Chief Executive Officer Nathan Schultz resigns effective October 27, 2025. (Filing)
11. Organon & Company (OGN): Chief Executive Officer Kevin Ali resigns effective October 26, 2025. (Filing)
12. Verizon Communications (VZ): Chief Executive Officer Hans Vestberg resigns effective October 6, 2025. (Filing)

CFO

1. Teladoc Health (TDOC): Chief Financial Officer Mala Murthy resigns effective November 21, 2025. (Filing)
2. Atossa Therapeutics (ATOS): Chief Financial Officer Heather Rees resigns effective October 14, 2025. (Filing)
3. Capital Bancorp (CBNK): Chief Financial Officer Dominic C. Canuso resigns effective October 27, 2025. (Filing)
4. Murphy USA (MUSA): Chief Financial Officer resigns effective October 14, 2025. (Filing)
5. Semler Scientific (SMLR): Chief Financial Officer Renae Cormier resigns effective October 30, 2025. (Filing)
6. Vertiv (VRT): Chief Financial Officer David Fallon retires effective November 10, 2025. (Filing)
7. Amcor (AMCR): Chief Financial Officer Michael Casamento resigns effective November 10, 2025. (Filing)
8. Cipher Mining (CIFR): Chief Financial Officer Edward Farrell retires effective October 14, 2025. (Filing)
9. The Campbell’s Company (CPB): Chief Financial Officer Carrie L. Anderson resigns effective October 20, 2025. (Filing)
10. Designer Brands (DBI): Chief Financial Officer and Chief Administrative Officer Jared A. Poff resigns effective October 31, 2025. (Filing)
11. Legacy Housing (LEGH): Chief Financial Officer Jeff Fiedelman resigns effective October 10, 2025. (Filing)
12. NextDecade (NEXT): Chief Financial Officer Brent Wahl resigns effective October 20, 2025. (Filing)
13. Nuwellis (NUWE): Chief Financial Officer Robert B. Scott resigns effective October 24, 2025. (Filing)
14. PepsiCo (PEP): Chief Financial Officer Jamie Caulfield resigns effective November 10, 2025. (Filing)
15. Coursera (COUR): Chief Financial Officer Kenneth R. Hahn resigns effective October 29, 2025. (Filing)
16. Matador Resources (MTDR): Chief Financial Officer William D. Lambert resigns effective September 29, 2025. (Filing)
17. Perpetua Resources (PPTA): Chief Financial Officer Jessica Largent resigns effective October 1, 2025. (Filing)
18. Stellantis (STLA): Chief Financial Officer Doug Ostermann resigns effective September 29, 2025. (Press Release)
19. Coastal Financial (CCB): Chief Financial Officer Joel G. Edwards resigns effective October 1, 2025. (Filing)
20. Creative Realities (CREX): Chief Financial Officer David Ryan Mudd resigns effective October 10, 2025. (Filing)
21. Teradyne (TER): Chief Financial Officer Sanjay Mehta resigns effective November 3, 2025. (Filing)
22. United Parks & Resorts (PRKS): Chief Financial Officer James Mikolaichik resigns. (Filing)

General Counsel/Chief Legal Officer

1. MSP Recovery (MSPR): General Counsel Alexandra Plasencia resigns effective October 17, 2025. (Filing)
2. European Wax Center (EWCZ): Chief Administrative Officer and General Counsel Gavin M. O’Connor resigns effective November 7, 2025. (Filing)
3. DENTSPLY SIRONA (XRAY): General Counsel Richard C. Rosenzweig resigns effective October 3, 2025. (Filing)

Others

1. Baxter International (BAX): Chief Operating Officer Heather Knight resigns effective as of October 29, 2025. (Filing)
2. Cartesian Therapeutics (RNAC): Terminates Chief Scientific Officer Christopher Jewell effective November 14, 2025. (Filing)
3. Grand Canyon Education (LOPE): Chief Information Officer Kathy J. Claypatch resigns effective October 20, 2025. (Filing)
4. Pliant Therapeutics (PLRX): Chief Business Officer Hans Hull resigns effective October 20, 2025. (Filing)
5. Sun Country Airlines (SNCY): Chief Revenue Officer Grant Whitney resigns effective October 20, 2025. (Filing)
6. Forward Air (FWRD): Chief Information Officer Joseph M. Tomasello resigns effective October 13, 2025. (Filing)
7. Geron (GERN): Chief Operating Officer Andrew J. Grethlein and Chief Commercial Officer Jim Ziegler resign effective October 15, 2025. (Filing)
8. Southside Bancshares (SBSI): Chief Operating Officer Brian K. McCabe resigns effective November 14, 2025. (Filing)
9. Zebra Technologies (ZBRA): Chief Product & Solutions Officer Joseph R. White resigns effective November 7, 2025. (Filing)
10. Plug Power (PLUG): President Sanjay Shrestha resigns effective October 10, 2025. (Filing)
11. Coastal Financial (CCB): Chief Risk Officer Andrew Stines resigns effective October 1, 2025. (Filing)
12. Hooker Furnishings (HOFT): terminates Chief Administration Officer Anne J. Smith effective October 31, 2025. (Filing)
13. JELD-WEN (JELD): Chief Accounting Officer Michael A. Leon resigns effective October 17, 2025. (Filing)
14. Red Robin Gourmet Burgers (RRGB): Chief Accounting Officer Robyn Arnell Brenden resigns effective October 17, 2025. (Filing)
15. Sila Realty Trust (SILA): Chief Investment Officer Christopher K. Flouhouse resigns effective October 15, 2025. (Filing)
16. Vera Bradley (VRA): Chief Marketing Officer Alison Hiatt resigns effective October 9, 2025. (Filing)
17. Cantaloupe (CTLP): Chief Technology Officer Gaurav Singal resigns effective October 7, 2025. (Filing)
18. Claritev (CTEV): Chief Accounting Officer Gerald Kozel resigns effective September 29, 2025. (Filing)

Appointments

1. Verizon Communications (VZ): $40.21

On October 6, 2025, Verizon Communications announced that its Board of Directors had appointed Independent Lead Director and former Chief Executive Officer of PayPal Holdings Dan Schulman, as Chief Executive Officer, effective immediately.

2. Spotify Technology S.A. (SPOT): $665.67

On September 30, 2025, Spotify announced that Gustav Söderström, co-President and Chief Product and Technology Officer, and Alex Norström, co-President and Chief Business Officer, would be its co-Chief Executive Officers effective January 1, 2026.

3. CSX Corp (CSX): $35.3

On September 28, 2025, the Board of Directors of CSX appointed Stephen Angel as President and Chief Executive Officer of the company, effective immediately.

4. Teradyne (TER): $173.94

On October 28, 2025, Teradyne announced that Michelle Turner will succeed Sanjay Mehta as its Vice President, Chief Financial Officer, and Treasurer, effective November 3, 2025.

5. Ulta Beauty (ULTA): $506.07

On October 10, 2025, the Board of Directors of Ulta Beauty appointed Christopher DelOrefice as the company’s Chief Financial Officer, effective December 5, 2025.

Departures

1. CSX Corp (CSX): $35.3

On October 29, 2025, CSX Corporation announced  Sean R. Pelkey had separated from his employment as Executive Vice President and Chief Financial Officer of the company, effective as of October 29, 2025.

2. Leonardo DRS (DRS): $38.43

On October 29, 2025, Leonardo DRS announced that William J. Lynn III has informed the Board of his decision to retire as Chief Executive Officer, Chairman effective December 31, 2025.

3. Teradyne (TER): $173.94

On October 28, 2025, Teradyne announced that Sanjay Mehta resigns as Chief Financial Officer and Treasurer, effective November 3, 2025.

4. Howmet Aerospace (HWM): $203.48

On October 20, 2025,  Howmet Aerospace announced that Ken Giacobbe, Executive Vice President and Chief Financial Officer, has decided to retire on December 31, 2025

5. Murphy USA (MUSA): $392.26

On October 23, 2025, Murphy USA announced R. Andrew Clyde, who will retire as CEO and Board member on December 31, 2025.

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