Current Report Filing (8-k)
August 07 2017 - 11:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 1, 2017
Comcast Corporation
(Exact Name of Registrant as Specified in Charter)
Pennsylvania
(State or other jurisdiction of incorporation)
|
|
|
001-32871
|
|
27-0000798
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
One Comcast Center
Philadelphia, PA
|
|
19103-2838
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (215)
286-1700
(Former Name
or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule
14a-12(b)
under the Exchange Act (17 CFR
240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
On August 7, 2017 Comcast Corporation (Comcast)
consummated the issuance and sale of $1,650,000,000 aggregate principal amount of its 3.150% Notes due 2028 and $850,000,000 aggregate principal amount of its 4.000% Notes due 2047 (collectively, the Notes), pursuant to an underwriting
agreement dated August 1, 2017 among Comcast, the Guarantors (defined below) and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein. The Notes
were issued pursuant to an Indenture dated as of September 18, 2013 (the Base Indenture) among Comcast, the guarantors named therein and The Bank of New York Mellon, as trustee (the Trustee), as supplemented by the First
Supplemental Indenture dated as of November 17, 2015 (the First Supplemental Indenture) among Comcast, the guarantors named therein and the Trustee, and an officers certificate issued pursuant thereto. The Notes are guaranteed
on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal Media, LLC (the Guarantors).
The Notes were offered pursuant to Comcasts Registration Statement on Form
S-3
filed on
July 28, 2016, as amended at the date of the underwriting agreement (Reg.
No. 333-212719),
including the prospectus contained therein, and a related prospectus supplement dated August 1, 2017.
The material terms and conditions of the Notes are set forth in the Form of Officers Certificate filed herewith as Exhibit 4.1
and incorporated by reference herein and in the Base Indenture and First Supplemental Indenture, which are incorporated by reference as Exhibit 4.3 and Exhibit 4.4, respectively, to Comcasts Registration Statement on Form
S-3
filed on July 28, 2016, and incorporated by reference herein.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
4.1
|
|
Form of Officers Certificate setting forth the terms of the Notes
|
|
|
5.1
|
|
Opinion of Arthur R. Block, Esq.
|
|
|
5.2
|
|
Opinion of Davis Polk & Wardwell LLP
|
|
|
23.1
|
|
Consent of Arthur R. Block, Esq. (contained in Exhibit 5.1)
|
|
|
23.2
|
|
Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.2)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
COMCAST CORPORATION
|
|
|
|
Date: August 7, 2017
|
|
By:
|
|
/s/ Arthur R. Block
|
|
|
|
|
Name:
|
|
Arthur R. Block
|
|
|
|
|
Title:
|
|
Executive Vice President, General Counsel and Secretary
|
Comcast (NASDAQ:CMCSA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Comcast (NASDAQ:CMCSA)
Historical Stock Chart
From Sep 2023 to Sep 2024