Comcast Corporation (“Comcast”) today announced the
pricing terms of its previously announced cash tender offers to
purchase any and all of its outstanding 3.700% Notes due 2024 (the
“3.700% Notes”) and any and all of its outstanding 3.375%
Notes due 2025 (the “3.375% Notes”) and Sky Limited, a
subsidiary of Comcast (“Sky” and, together with Comcast, the
“Issuers”) today announced the pricing terms of its
previously announced cash tender offer to purchase any and all of
its outstanding 3.750% Senior Unsecured Notes due 2024 (the
“3.750% Notes” and, together with the 3.375% Notes and the
3.700% Notes, the “Fixed Rate Notes”).
As previously announced, Comcast is also offering $1,006 per
$1,000 principal amount of its outstanding Floating Rate Notes due
2024 (the “Floating Rate Notes” and, together with the Fixed
Rate Notes, the “Notes”) validly tendered and accepted for
purchase pursuant to Comcast’s cash tender offer to purchase any
and all of its outstanding Floating Rate Notes.
The consideration offered per $1,000 principal amount of Notes
validly tendered and accepted for purchase pursuant to the
applicable offers is set forth in the table below:
Title of Security
CUSIP
Aggregate Principal Amount
Outstanding
Maturity Date
Treasury Reference
Security
Bloomberg Reference
Page
Reference Treasury
Yield
Fixed Spread
Consideration(1)
3.700% Notes due 2024 issued by Comcast
Corporation .....................
20030NCR0
$2,500,000,000
April 15, 2024
0.375% due April 15, 2024
FIT3
4.790%
+0 bps
$990.17
Floating Rate Notes due 2024 issued by
Comcast Corporation .....................
20030NCX7
$500,000,000
April 15, 2024
N/A
N/A
N/A
N/A
$1,006.00
3.750% Senior Unsecured Notes due 2024
issued by Sky Limited.....................
111013AL2 and G15632AP0
$1,250,000,000
September 16, 2024
0.375% due September 15, 2024
FIT4
4.389%
+25 bps
$988.45
3.375% Notes due 2025 issued by Comcast
Corporation .....................
20030NBL4
$993,400,000
February 15, 2025
2.000% due February 15, 2025
FIT4
4.085%
+5 bps
$987.16
(1) Per $1,000 principal amount of Notes validly tendered before
the Expiration Time (as defined below), not validly withdrawn and
accepted for purchase. In addition to the applicable consideration,
all holders whose Notes are accepted for purchase will also receive
accrued and unpaid interest on such Notes from, and including, the
last interest payment date up to, but excluding, the Settlement
Date (as defined below).
The consideration offered per $1,000 principal amount of Fixed
Rate Notes validly tendered and accepted for purchase pursuant to
the applicable offers was determined by the Joint Dealer Managers
referred to below in the manner described in the Offer to Purchase
(as defined below) by reference to the applicable fixed spread
specified above for such series of Fixed Rate Notes plus the yield
based on the applicable bid-side price of the Treasury Reference
Security specified above for such series of Fixed Rate Notes as
quoted on the Bloomberg Reference Page specified above for such
series of Fixed Rate Notes as of 11:00 a.m., New York City time
today.
The tender offers will expire at 5:00 p.m., New York City time,
on May 5, 2023, unless extended or earlier terminated (the
“Expiration Time”). Holders who have validly tendered their
Notes may withdraw such Notes at any time at or prior to the
Expiration Time. The Guaranteed Delivery Date is May 9, 2023. The
Issuers expect to pay the applicable consideration for Notes
validly tendered and not validly withdrawn at or prior to the
Expiration Time on May 10, 2023, the third business day following
the Expiration Time (the “Settlement Date”). The tender
offers are conditioned upon satisfaction of certain conditions, but
are not conditioned upon any minimum amount of Notes being
tendered.
The complete terms and conditions of the tender offers are set
forth in the Offer to Purchase, dated May 1, 2023 (the “Offer to
Purchase”) and in the related Notice of Guaranteed Delivery,
along with any amendments and supplements thereto, which holders
are urged to read carefully before making any decision with respect
to the tender offers. The Issuers have retained Deutsche Bank
Securities Inc. and TD Securities (USA) LLC to act as Joint Dealer
Managers in connection with the tender offers. Copies of the Offer
to Purchase and the related Notice of Guaranteed Delivery may be
obtained from D.F. King & Co., Inc., the Tender and Information
Agent for the tender offers, by phone at +1 (212) 269-5550 (banks
and brokers) or +1 (877) 487-5045 (all others), by email at
cmcsa@dfking.com or online at https://www.dfking.com/cmcsa.
Questions regarding the tender offers may also be directed to the
Joint Dealer Managers as set forth below:
Deutsche Bank Securities
Inc.
1 Columbus Circle
New York, NY 10019
Attention: Liability Management
Group
Toll-Free: +1 (866) 627-0391
Collect: +1 (212) 250-2955
TD Securities (USA)
LLC
1 Vanderbilt Avenue, 11th
Floor
New York, NY 10017
Attention: Liability Management
Group
Toll Free: +1 (866) 584-2096
Collect: +1 (212) 827-2842
Email: LM@tdsecurities.com
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offers
are being made only by, and pursuant to the terms of, the Offer to
Purchase and the related Notice of Guaranteed Delivery. The tender
offers are not being made in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any
jurisdiction where the laws require the tender offers to be made by
a licensed broker or dealer, the tender offers will be made by the
Joint Dealer Managers on behalf of the Issuers. None of the
Issuers, the Tender and Information Agent or the Joint Dealer
Managers, nor any of their affiliates, makes any recommendation as
to whether holders should tender or refrain from tendering all or
any portion of their Notes in response to the tender offers.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA) is a global media and
technology company. From the connectivity and platforms we provide,
to the content and experiences we create, our businesses reach
hundreds of millions of customers, viewers, and guests worldwide.
We deliver world-class broadband, wireless, and video through
Xfinity, Comcast Business, and Sky; produce, distribute, and stream
leading entertainment, sports, and news through brands including
NBC, Telemundo, Universal, Peacock, and Sky; and bring incredible
theme parks and attractions to life through Universal Destinations
& Experiences. Visit www.comcastcorporation.com for more
information.
Caution Concerning Forward-Looking Statements
This press release includes statements that may constitute
forward-looking statements. In evaluating these statements, readers
should consider various factors, including the risks and
uncertainties we describe in the “Risk Factors” sections of our
most recent Annual Report on Form 10-K, our most recent Quarterly
Report on Form 10-Q and other reports filed with the Securities and
Exchange Commission (SEC). Factors that could cause our actual
results to differ materially from these forward-looking statements
include changes in and/or risks associated with: the competitive
environment; consumer behavior; the advertising market; programming
costs; consumer acceptance of our content; key distribution and/or
licensing agreements; use and protection of our intellectual
property; our reliance on third-party hardware, software and
operational support; keeping pace with technological developments;
cyber attacks, security breaches or technology disruptions; weak
economic conditions; acquisitions and strategic initiatives;
operating businesses internationally; natural disasters, severe
weather-related and other uncontrollable events; loss of key
personnel; laws and regulations; adverse decisions in litigation or
governmental investigations; labor disputes; and other risks
described from time to time in reports and other documents we file
with the SEC. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date they
are made, and 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. We undertake no
obligation to update or revise publicly any forward-looking
statements, whether because of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230505005364/en/
Investor Contacts: Marci Ryvicker +1 (215) 286-4781 Jane
Kearns +1 (215) 286-4794 Marc Kaplan +1 (215) 286-6527 Press
Contacts: Jennifer Khoury +1 (215) 286-7408 John Demming +1
(215) 286-8011 Louise Eich +1 (215) 286-8857
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