Comcast Corporation (Nasdaq:CMCSA) (“Comcast”) and NBCUniversal
Media, LLC (“NBCUniversal”) announced today the early tender
results of its private offers to exchange (the “Exchange Offer”)
certain series of existing Comcast and NBCUniversal notes (the “Old
Notes”) described in the table below for Comcast’s new notes due
November 1, 2047 (the “New 2047 Notes”), new notes due November 1,
2049 (the “New 2049 Notes”) and new notes due November 1, 2052 (the
“New 2052 Notes” and, together with the New 2047 Notes and the New
2049 Notes, the “New Notes”):
Principal
Principal Amount Acceptance Amount
CUSIP Outstanding Priority
Tendered((2)) Title of Security
Issuer((1)) Number
(millions) Level
(thousands) 6.950% Notes due 2037
Comcast 20030NAV3
$2,000 1
$1,212,275 6.550% Notes due 2039 Comcast
20030NAY7 $ 800
2 $386,332 6.400% Notes due
March 1, 2040 Comcast
20030NBB6 $1,000 3
$518,257 6.400% Notes due April 30, 2040
NBCUniversal 63946BAF7(3)
$1,000 4
$441,578 6.450% Notes due 2037 Comcast
20030NAM3 $1,850
5 $945,650 6.400% Notes due 2038
Comcast 20030NAX9
$1,000 6 $551,973
6.500% Notes due 2035 Comcast
20030NAK7 $1,000 7
$380,007 5.950% Notes due 2041
NBCUniversal 63946BAG5
$1,200 8 $526,783
5.650% Notes due 2035 Comcast
20030NAF8 $ 750 9
$229,145
Totals:
$10,600
$5,192,000 (1) The Old Notes issued by Comcast
are guaranteed by NBCUniversal and Comcast Cable Communications,
LLC. The Old Notes issued by NBCUniversal are guaranteed by Comcast
and Comcast Cable Communications, LLC. (2) The aggregate principal
amounts of each series of Old Notes that have been validly tendered
for exchange and not validly withdrawn, as of 5:00 p.m., New York
City time, on October 17, 2017 (the “Early Participation Date”),
based on information provided by the Exchange Agent to Comcast and
NBCUniversal. (3) The 6.400% Notes due April 30, 2040 also include
notes with a restrictive legend (144A CUSIP number: 62875UAD7;
Regulation S CUSIP: U63763AB9).
The Exchange Offer is being conducted upon the terms and subject
to the conditions set forth in a confidential offering memorandum
(the “Offering Memorandum”), dated October 3, 2017. The amount of
outstanding Old Notes validly tendered and not validly withdrawn as
of the Early Participation Date, as reflected in the table above,
is expected to result in satisfaction of the minimum issuance
condition for each series of New Notes in the Exchange Offer.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on October 31, 2017 (the “Expiration Date”), unless extended
or earlier terminated by Comcast or NBCUniversal. In accordance
with the terms of the Exchange Offer, the withdrawal deadline
relating to the Exchange Offer occurred at 5:00 p.m. New York City
time on October 17, 2017. As a result, tendered Old Notes may no
longer be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law (as determined by
Comcast and NBCUniversal).
If, as of the Early Participation Date, the Exchange Offer is
over-subscribed and all conditions to the Exchange Offer have been
or concurrently are satisfied or waived by us, we will have the
option but not the obligation to accept for exchange all Old Notes
validly tendered and not validly withdrawn in the Exchange Offer as
of the Early Participation Date on the second business day
following the Early Participation Date or as soon as practicable
thereafter, which is expected to be October 19, 2017 (the “Early
Settlement Date”). If we do not elect to settle the Exchange Offer
on the Early Settlement Date, then the settlement date for the
Exchange Offer will be the first business day following the
Expiration Date or as soon as practicable thereafter, which is
expected to be November 1, 2017. Such election will be determined
at the pricing time for the Exchange Offer, which is currently
scheduled at 11:00 a.m., New York City Time, on October 18, 2017,
and would be announced on October 18, 2017 after the pricing
time.
The Exchange Offer is only made and the New Notes are only being
offered and will only be issued, to holders of Old Notes either (a)
in the United States, that are “qualified institutional buyers,” as
that term is defined in Rule 144A under the Securities Act of 1933
(the “Securities Act”), in a private transaction in reliance upon
an exemption from the registration requirements of the Securities
Act or (b) (i) outside the United States, that are persons other
than “U.S. persons,” as that term is defined in Rule 902 under the
Securities Act, in offshore transactions in reliance upon
Regulation S under the Securities Act, (ii) if located or resident
in any Member State of the European Economic Area which has
implemented Directive 2003/71/EC, as amended (the “Prospectus
Directive”), who are “Qualified Investors” as defined under the
Prospectus Directive and (iii) if located or resident in Canada, is
located or resident in a province of Canada and is an “accredited
investor” as such term is defined in National Instrument 45- 106 –
Prospectus Exemptions (“NI 45-106”), and, if resident in Ontario,
section 73.3(1) of the Securities Act (Ontario) that is not an
individual unless that person is also a “permitted client” as
defined in National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations (“NI 31-103”) (each,
an “Eligible Holder”).
The New Notes have not been registered under the Securities Act
or any other applicable securities laws. Therefore, the New Notes
may not be offered or sold except pursuant to an exemption from or
in a transaction not subject to the registration requirements of
the Securities Act and the applicable state securities laws.
Comcast, NBCUniversal and Comcast Cable Communications, LLC will
enter into a registration rights agreement with respect to the New
Notes providing for certain registration rights with respect to the
New Notes as described in the Offering Memorandum.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offer is being made solely by means of the Offering
Memorandum and only to such persons and in such jurisdictions as is
permitted under applicable law.
The Exchange Offer is only being made, and copies of the
Offering Memorandum will only be made available, to holders of the
Old Notes who have certified to Comcast in an eligibility letter
that they are Eligible Holders. Copies of the eligibility letter
are available to holders of the Old Notes through the information
agent, D.F. King & Co., Inc., at their website
http://www.dfking.com/comcast, by calling (866) 342-8290
(toll-free) or (212) 269-5550 (banks and brokers) or by email at
comcast@dfking.com.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Readers
are cautioned that such forward-looking statements involve risks
and uncertainties that could cause actual events or our actual
results to differ materially from those expressed in any such
forward-looking statements. Readers are directed to Comcast’s and
NBCUniversal’s periodic and other reports filed with the Securities
and Exchange Commission (SEC) for a description of such risks and
uncertainties. Neither company undertakes any obligation to update
any forward-looking statements. In evaluating those statements, you
should specifically consider various factors, including the risks
and uncertainties discussed in the Offer to Purchase, under the
caption “Risk Factors” in Comcast’s and NBCUniversal’s Annual and
Quarterly Reports on Forms 10-K and 10-Q and in other reports
Comcast and NBCUniversal file with the SEC. Actual events or
Comcast’s and NBCUniversal’s actual results may differ materially
from any of Comcast’s and NBCUniversal’s forward-looking
statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20171018005424/en/
Comcast CorporationInvestorsWilliam Dordelman,
215-286-7550orJennifer Daley, 215-286-7732orJim McCue,
215-286-8701orPressJohn Demming, 215-286-8011
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