Versant Media Group, Inc. 8-K

What Happened

• Versant Media Group completed its previously announced separation (the "Separation") from Comcast on January 2, 2026 (after market close). Comcast distributed 100% of Versant Class A and Class B common stock to Comcast stockholders (record date Dec 16, 2025) at a ratio of one Versant share for every 25 Comcast shares. Versant became an independent, publicly traded company listed on Nasdaq under the ticker "VSNT." Comcast retained no ownership interest. Fractional shares were aggregated, sold in the open market, and affected holders received cash for fractional amounts.

Key Details

• Distribution date and ratio: Distribution completed Jan 2, 2026; 1 share of Versant Class A or B for every 25 shares of Comcast Class A or B held on Dec 16, 2025.
• Debt and funding: Versant entered senior credit facilities and issued $1.0B of 7.250% senior secured notes due 2031. Credit package includes a $1.0B Term A loan (funded), $1.0B Term B loan (funded), and a $750M revolving credit facility. Proceeds from the notes and portions of the term loans funded a $2.25B special cash payment to Comcast. Substantially all Versant assets and guarantors secure the facilities and notes on a pari passu basis.
• Governance and transition arrangements: Effective Jan 2, 2026 two directors resigned (Thomas J. Reid and Jason S. Armstrong) and nine directors were appointed (including David Novak as Chair). Versant’s Amended and Restated Articles of Incorporation and Bylaws became effective on the Distribution Date.
• Separation framework and operational support: Versant and Comcast entered a Separation and Distribution Agreement and related agreements (Tax Matters, Transition Services, Employee Matters, and commercial arrangements). Transition services may run up to two years; tax covenants and indemnities allocate pre- and post-closing tax responsibilities and limit certain actions to preserve tax-free treatment.

Why It Matters

• Versant is now a standalone, publicly traded media company (ticker VSNT) with its own board, governance documents and operating agreements with Comcast. The company carries significant new debt and customary credit covenants (including a first‑lien net leverage ratio test and mandatory prepayment provisions) that will influence liquidity and capital allocation. Transition services, licensing arrangements and tax/indemnity provisions set the near‑term operating relationship with Comcast and allocate many historical liabilities to the appropriate party. Investors should review the separation agreements and the company’s filings for details on the debt terms, financial covenants, equity award conversions, and restrictions that could affect future dividends, acquisitions, or corporate actions.