Comcast Corporation (Nasdaq: CMCSA) (“Comcast”) and NBCUniversal
Media, LLC (“NBCUniversal”) announced today the pricing terms and
expected settlement date of its private offers to exchange (the
“Exchange Offer”) certain series of existing Comcast and
NBCUniversal notes (the “Old Notes”) 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”).
The aggregate principal amount and interest rate of each series
of New Notes expected to be issued by Comcast is set forth in the
table below:
Title of
Security Issuer(1)
Aggregate Principal
AmountExpected to be Issued
Interest Rate(2)
3.969% Notes due 2047(“New 2047
Notes”)
Comcast $2,000,000,000 3.969%
3.999% Notes due 2049(“New 2049
Notes”)
Comcast
$1,999,999,000
3.999%
4.049% Notes due 2052(“New 2052
Notes”)
Comcast
$1,499,967,000
4.049% Total:
$5,499,966,000
(1) Each series of
New Notes will be guaranteed by NBCUniversal and Comcast Cable
Communications, LLC. (2) Determined by reference to the Bid-Side
Yield on the Reference UST Security plus 1.12% in the case of the
New 2047 Notes, 1.15% in the case of the New 2049 Notes and 1.20%
in the case of the New 2052 Notes.
As of 5:00 p.m., New York City time, on October 17, 2017 (the
“Early Participation Date”), the Exchange Offer was
over-subscribed, and Comcast and NBCUniversal have elected to
accept for exchange all Old Notes validly tendered and not validly
withdrawn in the Exchange Offer as of the Early Participation Date,
subject to applicable caps and proration procedures, 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 all conditions to the Exchange
Offer have been or concurrently are satisfied or waived by Comcast
and NBCUniversal.
The table below identifies the aggregate principal amount of
each series of Old Notes validly tendered (and not validly
withdrawn) in the Exchange Offer and the principal amount of each
series of Old Notes that Comcast and NBCUniversal expect to accept
on the Early Settlement Date:
Title of Security
Issuer
CUSIP Number
PrincipalAmountOutstanding(millions)
AcceptancePriorityLevel
PrincipalAmountTendered(1)(thousands)
PrincipalAmountExpected
to beAccepted(thousands)
ProrationFactor(2)
6.950% Notes due 2037 Comcast 20030NAV3 $2,000
1 $1,212,275 $1,212,275 100% 6.550%
Notes due 2039 Comcast 20030NAY7 $ 800
2 $386,332 $386,332 100% 6.400% Notes due
March 1, 2040 Comcast 20030NBB6 $1,000
3 $518,257 $518,257 100% 6.400% Notes due
April 30, 2040 NBCUniversal 63946BAF7(3)
$1,000 4 $441,578 $441,578 100% 6.450%
Notes due 2037 Comcast 20030NAM3 $1,850
5 $945,650
$945,645
100% 6.400% Notes due 2038 Comcast 20030NAX9
$1,000 6 $551,973
$428,085
78%
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
$3,932,172
(1) The aggregate principal amounts of
each series of Old Notes that have been validly tendered for
exchange and not validly withdrawn, as of the Early Participation
Date, based on information provided by the Exchange Agent to
Comcast and NBCUniversal. (2)
The proration factor is the approximate
percentage of the aggregate principal amount of Old Notes of the
applicable series validly tendered (and not validly withdrawn) that
Comcast and NBCUniversal expect to accept for exchange in the
Exchange Offer on the Early Settlement Date.
(3) The 6.400% Notes due April 30, 2040 also include notes with a
restrictive legend (144A CUSIP number: 62875UAD7; Regulation S
CUSIP: U63763AB9).
For each $1,000 principal amount of Old Notes validly tendered
and not validly withdrawn as of the Early Participation Date and
accepted by Comcast or NBCUniversal, the following table sets forth
the Total Consideration and the approximate principal amount of the
New Notes (subject to rounding and cash in lieu of fractional
notes) to be received by Eligible Holders, as priced below:
Title of Security Issuer
CUSIP Number
FixedSpread(basispoints)(1)
Yield(2) Per $1,000 Principal Amount
of Old Notes(3)
TotalConsideration
Principal Amount of New
Notes
New 2047Notes
New 2049Notes
New 2052Notes
6.950% Notes due 2037 Comcast 20030NAV3 88
3.729% $1,448.42 $1,448.42 $— $—
6.550% Notes due 2039 Comcast 20030NAY7 100
3.849% $1,394.84
$633.29
$761.55
$— 6.400% Notes due March 1, 2040 Comcast
20030NBB6 100 3.849% $1,380.20 $—
$1,380.20 $— 6.400% Notes due April 30, 2040
NBCUniversal 63946BAF7(4) 100 3.849%
$1,382.00 $— $1,382.00 $— 6.450% Notes due
2037 Comcast 20030NAM3 90 3.749%
$1,370.00 $—
$402.96
$967.04
6.400% Notes due 2038 Comcast 20030NAX9 95
3.799% $1,368.94 $— $— $1,368.94
6.500% Notes due 2035 Comcast 20030NAK7 85
3.699% $— $— $— $— 5.950% Notes
due 2041 NBCUniversal 63946BAG5 103
3.879% $— $— $— $— 5.650% Notes due
2035 Comcast 20030NAF8 85 3.699%
$— $— $— $— (1) The Fixed Spread
is inclusive of the Early Participation Payment of $30.00 per
$1,000 principal amount of Old Notes tendered and accepted. (2)
Reflects the bid-side yield on the Reference UST Security plus the
applicable Fixed Spread, calculated in accordance with the
procedures set forth in the Offering Memorandum. The Reference UST
Security refers to the 3.000% U.S. Treasury Notes due May 15, 2047
(the “Reference UST Security”), which had a bid-side yield of
2.849% as of the Pricing Time of the Exchange Offer (the “Bid-Side
Yield”). (3) None of the 6.500% Notes due 2035, 5.950% Notes due
2041 or 5.650% Notes due 2035 are expected to be accepted for
exchange. (4) 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.
Because the Exchange Offer was over-subscribed as of the Early
Participation Date, holders who tender Old Notes after the Early
Participation Date will not have any of their Old Notes accepted
for exchange. Any Old Notes tendered after the Early Participation
Date, together with any Old Notes tendered at or prior to the Early
Participation Date but not accepted for exchange by Comcast or
NBCUniversal, including Old Notes not accepted because of
proration, will be returned to the holders thereof as described in
the Offering Memorandum.
For each $1,000 principal amount of Old Notes validly tendered
and not validly withdrawn, and accepted by Comcast or NBCUniversal,
Eligible Holders of such Old Notes will also receive a cash payment
for accrued and unpaid interest on the applicable series of Old
Notes up to, but not including, the Early Settlement Date, as well
as a cash payment for amounts due in lieu of fractional amounts of
New Notes.
The Exchange Offer will expire at 11:59 p.m., New York City
time, on October 31, 2017, 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).
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171018006522/en/
Comcast CorporationInvestor Contacts:William Dordelman,
215-286-7550Jennifer Daley, 215-286-7732Jim McCue,
215-286-8701orPress Contact:John Demming, 215-286-8011
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