Comcast and NBCUniversal Media Announce Pricing Terms and Early Settlement Election for Exchange Offer
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 Amount |
Interest Rate(2) | |||
3.969% Notes due 2047 |
Comcast |
|
3.969% | |||
3.999% Notes due 2049 |
Comcast |
|
3.999% | |||
4.049% Notes due 2052 |
Comcast |
|
4.049% | |||
Total: |
|
|||||
(1) |
Each series of New Notes will be guaranteed by |
||
(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
The table below identifies the aggregate principal amount of each series of Old Notes validly tendered (and not validly withdrawn) in the Exchange Offer and the principal amount of each series of Old Notes that Comcast and NBCUniversal expect to accept on the Early Settlement Date: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 |
Principal |
Acceptance |
Principal |
Principal |
Proration |
|||||||
6.950% Notes due 2037 | Comcast | 20030NAV3 |
|
1 |
|
|
100% | |||||||
6.550% Notes due 2039 | Comcast | 20030NAY7 |
|
2 |
|
|
100% | |||||||
6.400% Notes due |
Comcast | 20030NBB6 |
|
3 |
|
|
100% | |||||||
6.400% Notes due |
NBCUniversal | 63946BAF7(3) |
|
4 |
|
|
100% | |||||||
6.450% Notes due 2037 | Comcast | 20030NAM3 |
|
5 |
|
|
100% | |||||||
6.400% Notes due 2038 | Comcast | 20030NAX9 |
|
6 |
|
|
78% |
|||||||
6.500% Notes due 2035 | Comcast | 20030NAK7 |
|
7 |
|
$— | —% | |||||||
5.950% Notes due 2041 | NBCUniversal | 63946BAG5 |
|
8 |
|
$— | —% | |||||||
5.650% Notes due 2035 | Comcast | 20030NAF8 |
|
9 |
|
$— | —% | |||||||
Totals: |
|
|
|
(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aggregate principal amounts of each series of Old Notes that have been validly tendered for exchange and not validly withdrawn, as of the Early Participation Date, based on information provided by the Exchange Agent to Comcast and NBCUniversal.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percentage of the aggregate principal amount of Old Notes of the applicable series validly tendered (and not validly withdrawn) that Comcast and NBCUniversal expect to accept for exchange in the Exchange Offer on the Early Settlement Date. |
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(3) |
The 6.400% Notes due |
||
For each
Title of Security | Issuer |
CUSIP Number |
Fixed |
Yield(2) |
Per |
|||||||||||
Total |
Principal Amount |
|||||||||||||||
New 2047 |
New 2049 |
New 2052 |
||||||||||||||
6.950% Notes due 2037 | Comcast | 20030NAV3 | 88 | 3.729% |
|
|
$— | $— | ||||||||
6.550% Notes due 2039 | Comcast | 20030NAY7 | 100 | 3.849% |
|
|
|
$— | ||||||||
6.400% Notes due |
Comcast | 20030NBB6 | 100 | 3.849% |
|
$— |
|
$— | ||||||||
6.400% Notes due |
NBCUniversal | 63946BAF7(4) | 100 | 3.849% |
|
$— |
|
$— | ||||||||
6.450% Notes due 2037 | Comcast | 20030NAM3 | 90 | 3.749% |
|
$— |
|
|
||||||||
6.400% Notes due 2038 | Comcast | 20030NAX9 | 95 | 3.799% |
|
$— | $— |
|
||||||||
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 |
||
(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% |
||
(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 |
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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
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
The Exchange Offer will expire at
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 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,
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,
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
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