Comcast Corporation Announces Early Results of Tender Offer for Certain Outstanding Debt SecuritiesPHILADELPHIA--(BUSINESS WIRE)--Jul. 1, 2009--
Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced that, as of
5:00 p.m.,
New York City time, on
June 30, 2009 (the “Early Tender
Date”), it had received tenders for an aggregate principal amount of
$1.73 billion of its outstanding debt securities (referred to below as
the “notes”) in the cash tender offer
Comcast announced on
June 18,
2009. The tender offer, in which
Comcast is offering to purchase up to
$1.3 billion aggregate principal amount of the outstanding notes, is
being made pursuant to the Offer to Purchase dated
June 18, 2009 (the
“Offer to Purchase”). The tender offer will expire at
9:00 a.m.,
New
York City time, on
July 17, 2009, unless extended (the “Expiration
Date”).
According to Global Bondholder Services Corporation, the depositary and
information agent for the tender offer, as of the Early Tender Date,
Comcast received valid tenders from holders of notes as set forth in the
table below.
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Original
Issuer(1)
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Title of Security(2)
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CUSIP Number
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Principal Amount Outstanding
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Principal Amount Tendered
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Acceptance Priority
Level
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CCCI
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7.125% Senior Notes due June 15, 2013
|
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20029PAN9
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$750,000,000
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$364,796,000
|
|
1
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TCI
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7.875% Senior Debentures due August 1, 2013
|
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879240AX7
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$550,000,000
|
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$309,856,000
|
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2
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ATTBB
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8.375% Notes due March 15, 2013
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|
00209TAA3
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$2,335,346,000
|
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$948,028,000
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3
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CC
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10.625% Senior Subordinated Debentures due July 15, 2012
|
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200300AN1
|
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$201,975,000
|
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$108,549,000
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4
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(1) “CCCI” means Comcast Cable Communications Inc. (now known as
Comcast Cable Communications, LLC), “TCI” means
Tele-Communications, Inc. (now known as Comcast Cable Holdings, LLC), “ATTBB”
means AT&T Broadband Corp. (now known as Comcast Cable Communications
Holdings, Inc.), and “CC” means the former Comcast Corporation
(now known as Comcast Holdings Corporation).
(2) The notes listed above are guaranteed under a cross-guarantee
structure described in the Offer to Purchase, with the exception of the
CC 10.625% Senior Subordinated Debentures due July 15, 2012, which are
guaranteed by Comcast Corporation.
The principal amount of each series of notes that is purchased in the
tender offer is subject to the Acceptance Priority Level for such series
and to proration, as set forth in the Offer to Purchase. Because holders
of more than $1.3 billion aggregate principal amount of notes have
already validly tendered their notes, Comcast expects to accept for
purchase all 7.125% Senior Notes due June 15, 2013 and 7.875% Senior
Debentures due August 1, 2013 that are validly tendered. The principal
amount of 8.375% Notes due March 15, 2013 that is ultimately accepted
for purchase will depend upon whether holders tender additional notes
after the Early Tender Date. Comcast does not expect to accept for
purchase any of the 10.625% Senior Subordinated Debentures due July 15,
2012 that are tendered, because this series of notes ranks in the last
Acceptance Priority Level.
Holders who validly tendered and did not withdraw their notes on or
prior to the Early Tender Date, and whose notes are purchased pursuant
to the tender offer, will be entitled to receive the “Full Tender Offer
Consideration” described in the Offer to Purchase. Previously tendered
notes cannot be withdrawn after the “Withdrawal Date,” which also
expired at 5:00 p.m., New York City time, on June 30, 2009.
Holders of notes who did not validly tender their notes on or prior to
the Early Tender Date, or who subsequently withdrew their notes, may
tender their notes until the Expiration Date and still be entitled to
receive the “Late Tender Offer Consideration” described in the Offer to
Purchase, which equals the applicable Full Tender Offer Consideration
minus $30.00 per $1,000 principal amount of notes, if Comcast purchases
such notes in the tender offer. Holders who tender notes after the Early
Tender Date are not entitled to the Full Tender Offer Consideration.
Holders who tender notes after the Withdrawal Date do not have
withdrawal rights.
Comcast has retained Goldman, Sachs & Co., J.P. Morgan Securities Inc.
and Citigroup Global Markets Inc. to serve as dealer managers for the
tender offer and has retained Global Bondholder Services Corporation to
serve as the depositary and information agent for the tender offer.
Comcast has retained Broadpoint Capital, Inc. to act as structuring
agent for the tender offer. Requests for documents may be directed to
Global Bondholder Services Corporation by telephone at (866) 294-2200 or
(212) 430-3774 or in writing at 65 Broadway – Suite 723, New York, NY,
10006. Questions regarding the tender offer may be directed to either
Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 357-4692,
J.P. Morgan Securities Inc. at (866) 834-4666 or collect at (866)
834-3424, or Citigroup Global Markets Inc. at (800) 558-3745 or collect
at (212) 723-6106.
The tender offer is subject to the satisfaction of certain conditions.
If any of the conditions is not satisfied, Comcast is not obligated to
accept for payment, purchase or pay for, and may delay the acceptance
for payment of, any tendered notes, in each event subject to applicable
laws, and may terminate the tender offer. This press release is neither
an offer to purchase nor a solicitation of an offer to sell the notes or
any other securities. The tender offer is made only by and pursuant to
the terms of the Offer to Purchase and the related Letter of Transmittal
and the information in this press release is qualified by reference to
the Offer to Purchase and the related Letter of Transmittal. None of
Comcast, the dealer managers or the depositary and information agent
makes any recommendations as to whether holders should tender their
notes pursuant to the tender offer. Holders must make their own
decisions as to whether to tender notes, and, if so, the principal
amount of notes to tender.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA, CMCSK) (www.comcast.com)
is the nation’s leading provider of entertainment, information and
communication products and services. With 24.1 million cable customers,
15.3 million high-speed Internet customers, and 6.8 million Comcast
Digital Voice customers, Comcast is principally involved in the
development, management and operation of cable systems and in the
delivery of programming content.
Comcast’s content networks and investments include E! Entertainment
Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV
One, ten sports networks operated by Comcast Sports Group and Comcast
Interactive Media, which develops and operates Comcast’s Internet
businesses, including Comcast.net (www.comcast.net).
Comcast also has a majority ownership in Comcast-Spectacor, whose major
holdings include the Philadelphia Flyers NHL hockey team, the
Philadelphia 76ers NBA basketball team and two large multipurpose arenas
in Philadelphia.
Caution 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 periodic and other
reports filed with the Securities and Exchange Commission (SEC) for a
description of such risks and uncertainties. We undertake no
obligation to update any forward-looking statements. In
evaluating those statements, you should specifically consider various
factors, including the risks and uncertainties discussed in the Offer to
Purchase, under the caption “Risk Factors” in Comcast’s Annual and
Quarterly Reports on Forms 10-K and 10-Q and in other reports the
Company files with the SEC. Actual events or the Company’s actual
results may differ materially from any of the Company’s forward-looking
statements.
Source: Comcast Corporation
Comcast Corporation
Investors:
Jennifer L. Daley, 215-286-7732
or
Media:
D'Arcy
Rudnay, 215-286-8582