Comcast Corporation and Sky Limited Announce Results of Tender Offers for Certain of their Outstanding Senior Debt Securities
May 08 2023 - 3:00AM
Business Wire
Comcast Corporation (“Comcast”) announced the results, as
of 5:00 p.m., New York City time, on May 5, 2023 (the
“Expiration Time”), of its previously announced cash tender
offers for its outstanding 3.700% Notes due 2024 (the “3.700%
Notes”), its outstanding Floating Rate Notes due 2024 (the
“Floating Rate Notes”) and its outstanding 3.375% Notes due
2025 (the “3.375% Notes” and, together with the 3.700% Notes
and the Floating Rate Notes, the “Comcast Notes”) and Sky
Limited, a subsidiary of Comcast (“Sky” and, together with
Comcast, the “Issuers”), announced the results, as of the
Expiration Time, of its previously announced cash tender offer for
its outstanding 3.750% Senior Unsecured Notes due 2024 (the
“3.750% Notes” and, together with the Comcast Notes, the
“Notes”). The cash tender offers were announced on May 1,
2023 and were made pursuant to the Offer to Purchase and the
related Notice of Guaranteed Delivery, each dated May 1, 2023 (the
“Tender Offer Documents”). The following table presents the
aggregate principal amount of the Notes tendered and not validly
withdrawn as of the Expiration Time and the aggregate principal
amount of the Notes tendered pursuant to the guaranteed delivery
procedures described in the Tender Offer Documents.
Title of Security
CUSIP
Principal Amount
Outstanding
Principal Amount Tendered as
of Expiration Time(1)
Principal Amount Tendered
pursuant to Guaranteed Delivery
3.700% Notes due 2024 issued by Comcast
Corporation ..................
20030NCR0
$
2,500,000,000
$
1,285,159,000
$
863,000
Floating Rate Notes due 2024 issued by
Comcast Corporation ..................
20030NCX7
$
500,000,000
$
260,121,000
$
468,000
3.750% Senior Unsecured Notes due 2024
issued by Sky Limited.........................
111013AL2 and G15632AP0
$
1,250,000,000
$
755,181,000
$
6,533,000
3.375% Notes due 2025 issued by Comcast
Corporation ..................
20030NBL4
$
993,400,000
$
574,109,000
$
5,924,000
____________________
(1)
Amounts do not include the principal
amount of the Notes tendered pursuant to the guaranteed delivery
procedures described in the Tender Offer Documents.
Comcast has accepted for purchase all Comcast Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time and Sky has accepted for purchase all 3.750% Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time. Holders whose Notes have been accepted for purchase will also
receive accrued and unpaid interest on the purchased Notes from,
and including, the last interest payment date for such Notes up to,
but excluding, the Settlement Date (as defined below). The Issuers
also expect to accept Notes validly tendered and delivered pursuant
to the guaranteed delivery procedures described in the Tender Offer
Documents. The Issuers will not accept any further tenders.
The settlement date for Notes validly tendered and not validly
withdrawn at or prior to the Expiration Time is expected to be May
10, 2023 (the “Settlement Date”). On May 1, 2023, Comcast
priced an offering of $5.0 billion aggregate principal amount of
new notes (the “New Notes Offering”). The New Notes Offering
is expected to close on May 9, 2023, subject to customary closing
conditions. Comcast intends to use all or a portion of the net
proceeds from the New Notes Offering to fund the purchase of the
Comcast Notes. Sky intends to fund the purchase of the 3.750% Notes
with cash on hand.
Deutsche Bank Securities Inc. and TD Securities (USA) LLC served
as Joint Dealer Managers for the tender offer.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offers
were made only by, and pursuant to the terms of, the Tender Offer
Documents. The tender offers were not 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 were 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, has made 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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