0001166691 false 0001166691 2021-03-31 2021-03-31 0001166691 us-gaap:CommonClassAMember 2021-03-31 2021-03-31 0001166691 CMCSA:Sec0.250PercentNotesDue2027Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec1.500PercentNotesDue2029Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec0.750PercentNotesDue2032Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec1.875PercentNotesDue2036Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec1.250PercentNotesDue2040Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec9.455PercentGuaranteedNotesDue2022Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec5.50PercentNotesDue2029Member 2021-03-31 2021-03-31 0001166691 CMCSA:Sec2.0PercentExchangeableSubordinatedDebenturesDue2029Member 2021-03-31 2021-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

 

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): March 31, 2021

 

                             
    Comcast Corporation  
   

(Exact Name of Registrant

as Specified in its 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)

Registrant’s 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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading symbol(s)   Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value   CMCSA   NASDAQ Global Select Market
0.250% Notes due 2027   CMCS27   NASDAQ Global Market
1.500% Notes due 2029   CMCS29   NASDAQ Global Market
0.750% Notes due 2032   CMCS32   NASDAQ Global Market
1.875% Notes due 2036   CMCS36   NASDAQ Global Market
1.250% Notes due 2040   CMCS40   NASDAQ Global Market
9.455% Guaranteed Notes due 2022   CMCSA/22   New York Stock Exchange
5.50% Notes due 2029   CCGBP29   New York Stock Exchange
2.0% Exchangeable Subordinated Debentures due 2029   CCZ   New York Stock Exchange

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.

 

 
 

 

Item 1.01 Entry Into a Material Definitive Agreement

 

On March 30, 2021 Comcast Corporation (“Comcast”) entered into a credit agreement (the “credit agreement”) among Comcast, the financial institutions party thereto (the “lenders”), JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, and Bank of America, N.A., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as co-documentation agents. JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., BofA Securities, Inc., Morgan Stanley MUFG Loan Partners, LLC, Wells Fargo Securities, LLC and Mizuho Bank, Ltd. acted as joint lead arrangers and joint bookrunners. The credit agreement replaced Comcast’s prior $7,611,000,000 credit agreement entered into as of May 26, 2016 among Comcast, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing lender, Citibank, N.A., as syndication agent, and Morgan Stanley MUFG Loan Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents.

 

The credit agreement provides for a $11,000,000,000 unsecured revolving credit facility (the “facility”) to Comcast for general corporate purposes that is scheduled to expire on March 30, 2026 and is guaranteed by Comcast Cable Communications, LLC and NBCUniversal Media, LLC (the “guarantors”). Comcast may, upon the agreement of one or more new or existing lenders, increase the commitments under the facility up to a total of $14,000,000,000, and/or extend the expiration date of the facility to a date not later than March 30, 2028. At this time, Comcast has not borrowed any funds under the credit agreement, although certain existing letters of credit have been continued under the credit agreement and reduce the availability thereunder in a corresponding amount. Interest is based on either (i) the base rate formula, (ii) the Floating Rate formula or (iii) the fixed rate specified by the lender, each as described in the credit agreement with respect to the applicable type of borrowing. The credit agreement includes a hardwired approach for the replacement of applicable Floating Rates.

 

The credit agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default. Negative covenants include, among others, limitations on incurrence of certain liens by Comcast and certain of its subsidiaries and limitations on incurrence of any indebtedness by certain of Comcast’s subsidiaries that are not guarantors, and a requirement that the leverage ratio (as defined in the credit agreement) as of the end of any fiscal quarter is not greater than 5.75 to 1.00. If any of the events of default occur and are not cured within any applicable grace periods or waived, any unpaid amounts under the credit agreement may be declared immediately due and payable and the commitments may be terminated.

 

Comcast and its affiliates maintain various commercial and service relationships with certain of the lenders and their affiliates in the ordinary course of business. In the ordinary course of their respective businesses, certain of the lenders and the other parties to the credit agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with Comcast and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.

 

The description above is a summary and is qualified in its entirety by the credit agreement which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement

 

In connection with its entry into the credit agreement, on March 30, 2021 Comcast terminated its five-year $7,611,000,000 revolving credit agreement entered into as of May 26, 2016 among Comcast, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, and Morgan Stanley MUFG Loan Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents (the “prior credit agreement”). No borrowings were outstanding at the termination of the prior credit agreement.

 

Comcast and its affiliates maintain various commercial and service relationships with certain of the lenders under the prior credit agreement and their affiliates in the ordinary course of business. In the ordinary course of their respective businesses, certain of the lenders and the other parties to the prior credit agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with Comcast and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.

 

PS- 1
 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

 

Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.

 

Item 7.01 Regulation FD Disclosure

 

On March 30, 2021, NBCUniversal Enterprise, Inc. (“NBCUniversal Enterprise”) terminated the $1,617,000,000 revolving credit agreement (the “Enterprise credit agreement”) among NBCUniversal Enterprise and various financial institutions dated May 26, 2016.

 

Comcast does not intend for this Item 7.01 to be treated as “filed” under the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Number

 

Description

     
10.1   Credit Agreement dated as of March 30, 2021, among Comcast Corporation, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., Mizuho Bank, Ltd., Morgan Stanley MUFG Partners, LLC and Wells Fargo Bank, National Association, as co-documentation agents
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

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: March 31, 2021   By:   /s/ Elizabeth Wideman
        Name: Elizabeth Wideman
        Title: Vice President, Senior Deputy General Counsel and Assistant Secretary