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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant
as Specified in its Charter)
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| (Commission File Number) | (IRS Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(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 | ||
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 8.01 Other Events
On August 16, 2021, Comcast Corporation (“Comcast” or the “Company”) and NBCUniversal Media, LLC (“NBCUniversal”) issued a press release announcing the early tender results and upsizing of the previously announced private offers (the “Exchange Offers”) (i) (A) by the Company to exchange its 6.400% Notes due 2038, 6.950% Notes due 2037, 6.450% Notes due 2037, 6.400% Notes due March 2040, 6.550% Notes due 2039, 4.600% Notes due 2038, 6.500% Notes due 2035, 5.650% Notes due 2035 and 7.050% Notes due 2033 and (B) by NBCUniversal to exchange NBCUniversal’s 6.400% Notes due April 2040 for the Company’s new Notes due 2051 (the “New 2051 Notes”), (ii) (A) by the Company to exchange its 4.700% Notes due 2048, 4.750% Notes due 2044, 4.650% Notes due 2042 and 4.500% Notes due 2043 and (B) by NBCUniversal to exchange NBCUniversal’s 5.950% Notes due 2041 and 4.450% Notes due 2043 for the Company’s new Notes due 2056 (the “New 2056 Notes”) and (iii) by the Company to exchange its 4.600% Notes due 2045, 4.950% Notes due 2058 and 4.049% Notes due 2052 for the Company’s new Notes due 2063 (the “New 2063 Notes” and, together with the New 2051 Notes and the New 2056 Notes, the “New Notes”). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, on August 16, 2021, Comcast and NBCUniversal issued a press release announcing the pricing terms and expected settlement date of the Exchange Offers. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The New Notes have not been registered under the U.S. Securities Act of 1933, as amended (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.
Item 9.01(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Comcast Corporation and NBCUniversal Media, LLC Press Release dated August 16, 2021, announcing early tender results of Exchange Offers. | |
| 99.2 | Comcast Corporation and NBCUniversal Media, LLC Press Release dated August 16, 2021, announcing pricing terms and expected settlement date of Exchange Offers. | |
| 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: | August 16, 2021 | By: | /s/ Elizabeth Wideman | |
| Name: | Elizabeth Wideman | |||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | |||
Exhibit 99.1
COMCAST AND NBCUNIVERSAL MEDIA ANNOUNCE RESULTS OF EARLY TENDERS IN EXCHANGE OFFERS AND UPSIZE OF EXCHANGE OFFERS
Philadelphia, Pennsylvania, August 16, 2021 – Comcast Corporation (Nasdaq: CMCSA) (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”) announced today the early tender results of their three pools of Exchange Offers and the upsizing of such Exchange Offers, each as detailed below. In connection with this upsizing, Comcast and NBCUniversal have amended the terms of the Exchange Offers to increase the maximum aggregate principal amount of New Notes that will be issued in the Exchange Offers. Except as described in this press release, the terms and conditions of the Exchange Offers, as described in the offering memorandum, dated August 2, 2021 (the “Exchange Offers”), remain unchanged.
The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m. New York City time on August 13, 2021. As a result, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Comcast and NBCUniversal).
The pricing of the New Notes will occur at 10:00 a.m., New York City time, on August 16, 2021.
The settlement date for Old Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on August 13, 2021 is expected to be August 19, 2021. Holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, and amounts due in lieu of fractional amounts of New Notes.
Comcast and NBCUniversal have offered to exchange ten series of notes issued by Comcast or NBCUniversal, respectively, (collectively, the “Pool 1 Notes”) for a combination of cash and a new series of Comcast’s senior notes to be due in 2051 (the “New 2051 Notes”) as described in the table below. The aggregate principal amount of Pool 1 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 1 Notes accepted results in the issuance of New 2051 Notes in an amount not exceeding $5,000,000,000 (as increased, the “2051 Notes Cap”);
| Title of Security | Issuer |
CUSIP Number(s) |
Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered(1) |
| Pool 1 Notes | |||||
| 6.400% Notes due 2038 | Comcast Corporation | 20030N AX9 | $571,915,000 | 1 | $333,170,000 |
| 6.950% Notes due 2037 | Comcast Corporation | 20030N AV3 | $787,725,000 | 2 | $359,168,000 |
| 6.450% Notes due 2037 | Comcast Corporation | 20030N AM3 | $904,355,000 | 3 | $288,177,000 |
| 6.400% Notes due March 2040 | Comcast Corporation | 20030N BB6 | $481,743,000 | 4 | $189,345,000 |
| 6.400% Notes due April 2040 | NBCUniversal Media, LLC | 63946B AF7(2) | $558,422,000 | 5 | $172,526,000 |
| 6.550% Notes due 2039 | Comcast Corporation | 20030N AY7 | $413,668,000 | 6 | $91,628,000 |
| 4.600% Notes due 2038 | Comcast Corporation | 20030N CL3 | $3,000,000,000 | 7 | $2,031,115,000 |
| 6.500% Notes due 2035 | Comcast Corporation | 20030N AK7 | $1,000,000,000 | 8 | $471,031,000 |
| 5.650% Notes due 2035 | Comcast Corporation | 20030N AF8 | $750,000,000 | 9 | $307,840,000 |
| 7.050% Notes due 2033 | Comcast Corporation | 20030N AC5 | $750,000,000 | 10 | $216,251,000 |
| (1) | The aggregate principal amount of each series of Pool 1 Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on August 13, 2021, based on information provided by the exchange agent to Comcast. |
| (2) | The 6.400% Notes due April 2040 also includes notes with a restrictive legend (144A CUSIP number: 62875UAD7; Regulation S CUSIP: U63763AB9). |
1
Comcast and NBCUniversal have also offered to exchange six series of notes issued by Comcast or NBCUniversal, respectively, (collectively, the “Pool 2 Notes”) for a combination of cash and a new series of Comcast’s senior notes to be due in 2056 (the “New 2056 Notes”) as described in the table below. The aggregate principal amount of Pool 2 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 2 Notes accepted results in the issuance of New 2056 Notes in an amount not exceeding $6,000,000,000 (as increased, the “2056 Notes Cap”);
| Title of Security | Issuer |
CUSIP Number(s) |
Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered(1) |
| Pool 2 Notes | |||||
| 5.950% Notes due 2041 | NBCUniversal Media, LLC | 63946B AG5 | $1,200,000,000 | 1 | $712,470,000 |
| 4.700% Notes due 2048 | Comcast Corporation | 20030N CM1 | $4,000,000,000 | 2 | $2,032,038,000 |
| 4.750% Notes due 2044 | Comcast Corporation | 20030N BK6 | $1,000,000,000 | 3 | $556,930,000 |
| 4.650% Notes due 2042 | Comcast Corporation | 20030N BE0 | $1,250,000,000 | 4 | $600,305,000 |
| 4.500% Notes due 2043 | Comcast Corporation | 20030N BG5 | $500,000,000 | 5 | $325,521,000 |
| 4.450% Notes due 2043 | NBCUniversal Media, LLC | 63946B AJ9 | $1,000,000,000 | 6 | $647,307,000 |
| (1) | The aggregate principal amount of each series of Pool 2 Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on August 13, 2021, based on information provided by the exchange agent to Comcast. |
Comcast has also offered to exchange three series of notes issued by Comcast (collectively, the “Pool 3 Notes” and, together with the Pool 1 Notes and the Pool 2 Notes, the “Old Notes”) for a combination of cash and a new series of Comcast’s senior notes to be due in 2063 (the “New 2063 Notes” and, together with the New 2051 Notes and the New 2056 Notes, the “New Notes”) as described in the table below. The aggregate principal amount of Pool 3 Notes that are accepted for exchange will be based on the order of acceptance priority for such series as set forth in the table below, and such that the aggregate principal amount of Pool 3 Notes accepted results in the issuance of New 2063 Notes in an amount not exceeding $4,000,000,000 (as increased, the “2063 Notes Cap”).
| Title of Security | Issuer |
CUSIP Number(s) |
Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered(1) |
| Pool 3 Notes | |||||
| 4.600% Notes due 2045 | Comcast Corporation | 20030N BQ3 | $1,700,000,000 | 1 | $937,766,000 |
| 4.950% Notes due 2058 | Comcast Corporation | 20030N CN9 | $2,500,000,000 | 2 | $1,464,790,000 |
| 4.049% Notes due 2052 | Comcast Corporation | 20030N CG4(2) | $1,499,967,000 | 3 | $1,028,326,000 |
| (1) | The aggregate principal amount of each series of Pool 3 Notes that have been validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on August 13, 2021, based on information provided by the exchange agent to Comcast. |
| (2) | The 4.049% Notes due 2052 also includes notes with a restrictive legend (144A CUSIP number: 20030N CF6; Regulation S CUSIP: U20030 AH2). |
The amount of outstanding Old Notes validly tendered and not validly withdrawn as of August 13, 2021, as reflected in the tables above, satisfied the minimum tender condition in each of the Exchange Offers.
The Exchange Offers will expire at 11:59 p.m., New York City time, on August 27, 2021, unless extended or earlier terminated by Comcast or NBCUniversal.
The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to holders of Old Notes (1) either (a) in the United States, that are “qualified institutional buyers” (or “QIBs”), as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) outside the United States, that are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an
2
individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” and (2) (a) if located or resident in any Member State of the European Economic Area, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129), and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation; (b) if located or resident in the United Kingdom, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA), and consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation; or (c) if located or resident in a province of Canada and is an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (“Eligible Holders”). Only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the offering memorandum or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of beneficial ownership information, including a completed certification form which is required if tendering Old Notes. There is no separate letter of transmittal in connection with the offering memorandum.
The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the offering memorandum, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the offering memorandum, eligibility certification and Canadian beneficial holder form.
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 Offers are being made solely by the offering memorandum, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.
D.F. King & Co., Inc. is acting as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the offering memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (800) 848-3410 (toll-free) or (212) 269-5550 (banks and brokers) or by email at comcast@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the
3
Exchange Offers. The offering memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/comcast.
###
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 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.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA) is a global media and technology company that connects people to moments that matter. We
are principally focused on broadband, aggregation, and streaming with 57 million customer relationships across the United States and Europe.
We deliver broadband, wireless, and video through our Xfinity, Comcast Business, and Sky brands; create, distribute, and stream
leading entertainment, sports, and news through Universal Filmed Entertainment Group, Universal Studio Group, Sky Studios, the NBC and
Telemundo broadcast networks, multiple cable networks, Peacock, NBCUniversal News Group, NBC Sports, Sky News, and Sky Sports; and provide
memorable experiences at Universal Parks and Resorts in the United States and Asia.
| Investor Contacts: | |
| Marci Ryvicker | (215) 286-4781 |
| Jane Kearns | (215) 286-4794 |
| Marc Kaplan | (215) 286-6527 |
| Press Contacts: | |
| Jennifer Khoury | (215) 286-7408 |
| John Demming | (215) 286-8011 |
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Exhibit 99.2
COMCAST AND NBCUNIVERSAL MEDIA ANNOUNCE PRICING TERMS FOR THEIR EXCHANGE OFFERS
Philadelphia, Pennsylvania, August 16, 2021 – Comcast Corporation (Nasdaq: CMCSA) (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”) announced today the pricing terms with respect to their private offers to exchange ten series of notes issued by Comcast or NBCUniversal, respectively (collectively, the “Pool 1 Notes”), for a combination of cash and a new series of Comcast’s senior notes to be due in 2051 (the “New 2051 Notes”) as described in the table below. For each $1,000 principal amount of Pool 1 Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 13, 2021 and accepted by Comcast, the following table sets forth the yields, the total consideration, the principal amount of the New 2051 Notes and the amount of cash, as priced below:
| Title of Security | Issuer |
CUSIP Number(s) |
Acceptance Priority Level |
Reference UST Security |
Reference Yield(1) |
Fixed Spread (basis points) |
Yield(2) |
Cash Payment Percent of Premium(3) |
Total Consideration(4) |
Principal Amount of New 2051 Notes |
Cash |
| Pool 1 Notes | |||||||||||
| 6.400% Notes due 2038 | Comcast Corporation | 20030N AX9 | 1 | 2.250% UST due May 15, 2041 | 1.794% | 70 | 2.494% | 40% | $1,531.79 | $1,319.07 | $212.72 |
| 6.950% Notes due 2037 | Comcast Corporation | 20030N AV3 | 2 | 2.250% UST due May 15, 2041 | 1.794% | 70 | 2.494% | 45% | $1,584.59 | $1,321.52 | $263.07 |
| 6.450% Notes due 2037 | Comcast Corporation | 20030N AM3 | 3 | 2.250% UST due May 15, 2041 | 1.794% | 70 | 2.494% | 47% | $1,507.89 | $1,269.18 | $238.71 |
| 6.400% Notes due March 2040 | Comcast Corporation | 20030N BB6 | 4 | 2.250% UST due May 15, 2041 | 1.794% | 75 | 2.544% | 30% | $1,566.97 | $1,396.88 | $170.09 |
| 6.400% Notes due April 2040 | NBCUniversal Media, LLC | 63946B AF7(5) | 5 | 2.250% UST due May 15, 2041 | 1.794% | 75 | 2.544% | 27% | $1,570.86 | $1,416.73 | $154.13 |
| 6.550% Notes due 2039 | Comcast Corporation | 20030N AY7 | 6 | 2.250% UST due May 15, 2041 | 1.794% | 75 | 2.544% | 34% | $1,572.25 | $1,377.68 | $194.57 |
| 4.600% Notes due 2038* | Comcast Corporation | 20030N CL3 | 7 | 2.250% UST due May 15, 2041 | 1.794% | 70 | 2.494% | 0% | $1,285.57 | $1,285.57 | $0.00 |
| 6.500% Notes due 2035 | Comcast Corporation | 20030N AK7 | 8 | 1.625% UST due May 15, 2031 | 1.209% | 105 | 2.259% | 49% | $1,513.88 | $1,262.08 | $251.80 |
| 5.650% Notes due 2035 | Comcast Corporation | 20030N AF8 | 9 | 1.625% UST due May 15, 2031 | 1.209% | 105 | 2.259% | 46% | $1,400.63 | $1,216.34 | $184.29 |
| 7.050% Notes due 2033 | Comcast Corporation | 20030N AC5 | 10 | 1.625% UST due May 15, 2031 | 1.209% | 95 | 2.159% | 72% | $1,498.44 | $1,139.56 | $358.88 |
| (1) | The bid-side yield on the Reference UST Security. |
| (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, dated August 2, 2021 (the “Offering Memorandum”). |
1
| (3) | The cash payment percent of premium is the percentage of the amount by which the total consideration exceeds $1,000 in principal amount of such Pool 1 Notes to be paid in cash. |
| (4) | The total consideration for each series of Pool 1 Notes includes the early participation payment of $50 of principal amount of New 2051 Notes per $1,000 principal amount of Pool 1 Notes and assumes a settlement date of August 19, 2021. |
| (5) | The 6.400% Notes due April 2040 also includes notes with a restrictive legend (144A CUSIP number: 62875UAD7; Regulation S CUSIP: U63763AB9). |
* Denotes a series of Old Notes (as defined below) for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.
Comcast and NBCUniversal also announced today the pricing terms with respect to their private offers to exchange six series of notes issued by Comcast or NBCUniversal, respectively (collectively, the “Pool 2 Notes”), for a combination of cash and a new series of Comcast’s senior notes to be due in 2056 (the “New 2056 Notes”) as described in the table below. For each $1,000 principal amount of Pool 2 Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on August 13, 2021 and accepted by Comcast, the following table sets forth the yields, the total consideration, the principal amount of the New 2056 Notes and the amount of cash, as priced below:
| Title of Security | Issuer |
CUSIP Number(s) |
Acceptance Priority Level |
Reference UST Security |
Reference Yield(1) |
Fixed Spread (basis points) |
Yield(2) |
Cash Payment Percent of Premium(3) |
Total Consideration(4) |
Principal Amount of New 2056 Notes |
Cash |
| Pool 2 Notes | |||||||||||
| 5.950% Notes due 2041 | NBCUniversal Media, LLC | 63946B AG5 | 1 | 2.250% UST due May 15, 2041 | 1.794% | 80 | 2.594% | 32% | $1,513.39 | $1,349.11 | $164.28 |
| 4.700% Notes due 2048* | Comcast Corporation | 20030N CM1 | 2 | 2.375% UST due May 15, 2051 | 1.887% | 90 | 2.787% | 0% | $1,358.14 | $1,358.14 | $0.00 |
| 4.750% Notes due 2044 | Comcast Corporation | 20030N BK6 | 3 | 2.250% UST due May 15, 2041 | 1.794% | 90 | 2.694% | 0% | $1,345.58 | $1,345.58 | $0.00 |
| 4.650% Notes due 2042 | Comcast Corporation | 20030N BE0 | 4 | 2.250% UST due May 15, 2041 | 1.794% | 90 | 2.694% | 0% | $1,311.07 | $1,311.07 | $0.00 |
| 4.500% Notes due 2043 | Comcast Corporation | 20030N BG5 | 5 | 2.250% UST due May 15, 2041 | 1.794% | 90 | 2.694% | 0% | $1,292.31 | $1,292.31 | $0.00 |
| 4.450% Notes due 2043 | NBCUniversal Media, LLC | 63946B AJ9 | 6 | 2.250% UST due May 15, 2041 | 1.794% | 90 | 2.694% | 0% | $1,284.21 | $1,284.21 | $0.00 |
| (1) | The bid-side yield on the Reference UST Security. |
| (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. |
| (3) | The cash payment percent of premium is the percentage of the amount by which the total consideration exceeds $1,000 in principal amount of such Pool 2 Notes to be paid in cash. |
| (4) | The total consideration for each series of Pool 2 Notes includes the early participation payment of $50 of principal amount of New 2056 Notes per $1,000 principal amount of Pool 2 Notes and assumes a settlement date of August 19, 2021. |
* Denotes a series of Old Notes (as defined below) for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.
Comcast also announced today the pricing terms with respect to its private offers to exchange three series of notes issued by Comcast (collectively, the “Pool 3 Notes” and, together with the Pool 1 Notes and the Pool 2 Notes, the “Old Notes”) for a combination of cash and a new series of Comcast’s senior notes to be due in 2063 (the “New 2063 Notes” and, together with the New 2051 Notes and the New 2056 Notes, the “New Notes”) as described in the table below. For each $1,000 principal amount of Pool 3 Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on August 13, 2021 and accepted by Comcast, the following table sets forth the yields, the total consideration, the principal amount of the New 2063 Notes and the amount of cash, as priced below:
2
| Title of Security | Issuer |
CUSIP Number(s) |
Acceptance Priority Level |
Reference UST Security |
Reference Yield(1) |
Fixed Spread (basis points) |
Yield(2) |
Cash Payment Percent of Premium(3) |
Total Consideration(4) |
Principal Amount of New 2063 Notes |
Cash |
| Pool 3 Notes | |||||||||||
| 4.600% Notes due 2045* | Comcast Corporation | 20030N BQ3 | 1 | 2.375% UST due May 15, 2051 | 1.887% | 85 | 2.737% | 0% | $1,321.23 | $1,321.23 | $0.00 |
| 4.950% Notes due 2058* | Comcast Corporation | 20030N CN9 | 2 | 2.375% UST due May 15, 2051 | 1.887% | 100 | 2.887% | 0% | $1,464.66 | $1,464.66 | $0.00 |
| 4.049% Notes due 2052* | Comcast Corporation | 20030N CG4(5) | 3 | 2.375% UST due May 15, 2051 | 1.887% | 95 | 2.837% | 0% | $1,247.27 | $1,247.27 | $0.00 |
| (1) | The bid-side yield on the Reference UST Security. |
| (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. |
| (3) | The cash payment percent of premium is the percentage of the amount by which the total consideration exceeds $1,000 in principal amount of such Pool 3 Notes to be paid in cash. |
| (4) | The total consideration for each series of Pool 3 Notes includes the early participation payment of $50 of principal amount of New 2063 Notes per $1,000 principal amount of Pool 3 Notes and assumes a settlement date of August 19, 2021. |
| (5) | The 4.049% Notes due 2052 also includes notes with a restrictive legend (144A CUSIP number: 20030N CF6; Regulation S CUSIP: U20030 AH2). |
* Denotes a series of Old Notes for which the total consideration and exchange consideration will be determined taking into account the par call date, instead of the maturity date, in accordance with standard market practice.
In addition, holders whose Old Notes are accepted for exchange will receive in cash accrued and unpaid interest from the last applicable interest payment date to, but excluding, the date on which the exchange of such Old Notes is settled, less the amount of any pre-issuance interest on the New Notes exchanged therefor, and amounts due in lieu of fractional amounts of New Notes.
Based on the amount of Old Notes validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on August 13, 2021 and in accordance with the terms of the Exchange Offers, Comcast and NBCUniversal, as applicable, expect to accept, on the early settlement date (expected to be August 19, 2021), (i) all of the Pool 1 Notes at Acceptance Priority Levels 1 through 7, (ii) all of the Pool 2 Notes at Acceptance Priority Levels 1 through 5 and (iii) all of the Pool 3 Notes at Acceptance Priority Levels 1 through 2. Comcast expects to accept the 6.500% Notes due 2035 (Acceptance Priority Level 8) in Pool 1 Notes subject to a proration factor of approximately 80%. NBCUniversal expects to accept the 4.450% Notes due 2043 (Acceptance Priority Level 6) in Pool 2 Notes subject to a proration factor of approximately 39%. Comcast expects to accept the 4.049% Notes due 2052 (Acceptance Priority Level 3) in Pool 3 Notes subject to a proration factor of approximately 48%. Comcast does not expect to accept any Old Notes tendered for exchange in Acceptance Priority Levels 9 and 10 in Pool 1 Notes.
The exchange offers described in this press release (the “Exchange Offers”) are being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum, as amended by Comcast’s press release, dated as of August 16, 2021.
Only Eligible Holders (as defined below) of Old Notes who validly tendered their Old Notes at or before 5:00 p.m. New York City time on August 13, 2021 (the “Early Participation Date”), and who did not validly withdraw their tenders and whose Old Notes are accepted for exchange, will receive an early participation payment. As of the Early Participation Date the Exchange Offers were oversubscribed and as such no additional Old Notes tendered after the Early Participation Date will be accepted.
The yield on the New 2051 Notes will be 2.887%, and the New Issue Price of the New 2051 Notes will be $1,000, which has been determined by reference to the bid-side yield on the 2.375% U.S. Treasury Notes due May 15, 2051, as of 10:00 a.m. New York City time on August 16, 2021 (such date and time, the “Pricing Time”), which was 1.887%, plus 1.00%. The yield on the New 2056 Notes will be 2.937%, and the New Issue Price of the New 2056
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Notes will be $1,000, which has been determined by reference to the bid-side yield on the 2.375% U.S. Treasury Notes due May 15, 2051, as of the Pricing Time, which was 1.887%, plus 1.05%. The yield on the New 2063 Notes will be 2.987%, and the New Issue Price of the New 2063 Notes will be $1,000, which has been determined by reference to the bid-side yield on the 2.375% U.S. Treasury Notes due May 15, 2051, as of the Pricing Time, which was 1.887%, plus 1.10%.
The Exchange Offers will expire at 11:59 p.m., New York City time, on August 27, 2021, unless extended or earlier terminated by Comcast (the “Expiration Date”). The withdrawal deadline for the Exchange Offers occurred at 5:00 p.m. New York City time on August 13, 2021. As a result, tendered Old Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Comcast).
The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the offering documents will only be made available, to holders of Old Notes (1) either (a) in the United States, that are “qualified institutional buyers” (or “QIBs”), as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) outside the United States, that are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” and (2) (a) if located or resident in any Member State of the European Economic Area, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129), and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation; (b) if located or resident in the United Kingdom, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA), and consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation; or (c) if located or resident in a province of Canada and is an “accredited investor” as such term is defined in National Instrument 45-106 – Prospectus Exemptions, and, if resident in Ontario, section 73.3(1) of the Securities Act (Ontario), in each case, that is not an individual unless that person is also a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (“Eligible Holders”). Only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. For Canadian Eligible Holders tendering Old Notes, such participation is also conditioned upon the receipt of beneficial ownership information, including a completed certification form which is required if tendering Old Notes. There is no separate letter of transmittal in connection with the Offering Memorandum.
The New Notes have not been registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
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Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Exchange Offers before the deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian beneficial holder form. The deadlines set by each clearing system for the submission and withdrawal of exchange instructions will also be earlier than the relevant deadlines specified herein and in the Offering Memorandum, eligibility certification and Canadian beneficial holder form.
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 Offers are being made solely by the Offering Memorandum, eligibility certification and Canadian beneficial holder form and only to such persons and in such jurisdictions as is permitted under applicable law.
D.F. King & Co., Inc. is acting as the exchange agent and information agent for the Exchange Offers. Documents relating to the Exchange Offers will only be distributed to holders of Old Notes who certify that they are Eligible Holders. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offering Memorandum, eligibility certification or Canadian beneficial holder form may be directed to D.F. King & Co., Inc. at (800) 848-3410 (toll-free) or (212) 269-5550 (banks and brokers) or by email at comcast@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Offering Memorandum, eligibility certification and Canadian beneficial holder form can be accessed at the following link: www.dfking.com/comcast.
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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 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.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA) is a global media and technology company that connects people to moments that matter. We
are principally focused on broadband, aggregation, and streaming with 57 million customer relationships across the United States and Europe.
We deliver broadband, wireless, and video through our Xfinity, Comcast Business, and Sky brands; create, distribute, and stream
leading entertainment, sports, and news through Universal Filmed Entertainment Group, Universal Studio Group, Sky Studios, the NBC and
Telemundo broadcast networks, multiple cable networks, Peacock, NBCUniversal News Group, NBC Sports, Sky News, and Sky Sports; and provide
memorable experiences at Universal Parks and Resorts in the United States and Asia.
| Investor Contacts: | |
| Marci Ryvicker | (215) 286-4781 |
| Jane Kearns | (215) 286-4794 |
| Marc Kaplan | (215) 286-6527 |
| Press Contacts: | |
| Jennifer Khoury | (215) 286-7408 |
| John Demming | (215) 286-8011 |
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