Comcast is using Tulchan Communications to handle its $31B offer to buy Sky, European pay TV operator, setting up a potential bidding war with 21stCentury Fox.

Sky, which had agreed to a takeover by 21CF, has now ended that pact because of the superior Comcast offer. 21CF, which owns a 39 percent stake in Sky, says it's committed to acquiring the remaining shares.

Comcast sees Sky’s 23M customers in the UK, Italy and Germany as a platform for further growth on the Continent.

The Philadelphia-based owner of NBCUniversal, says the addition of Sky’s customer base will enable it to invest in more original and acquired programming.

Comcast CEO Brian Roberts pledges to preserve Sky’s editorial independence and refrain from acquiring a majority interest in any British newspaper for five years to help ensure media diversity.

Tulchan’s Andrew Grant and Tom Murray are working the Comcast bid.