Comcast Corporation and NBCUniversal Enterprise, Inc. are making offers to purchase certain of their outstanding senior debt securities

PHILADELPHIA–(BUSINESS WIRE) – Comcast Corporation (“Comcast“Announced today that there is a cash offer to purchase all outstanding floating rate notes maturing in 2021 (the”Comcast Notes“) And NBCUniversal Enterprise, Inc., a subsidiary of Comcast (“NBCU company“And together with Comcast the”Issuers“) Has a cash offer to purchase all outstanding Senior Floating Rate Notes maturing in 2021 (the”NBCU Corporate Notices“And together with the Comcast Notes the”Remarks“).
The purchase price for each nominal amount of USD 1,000 of each debt security validly offered and accepted for purchase under the purchase offers (the “thoughtfulness“Is listed in the following table. All Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest on the Notes purchased from the last Interest Payment Date for such Notes through the Settlement Date (as defined below) (exclusively).
Title of security |
CUSIP |
Aggregate |
interest rate |
Maturity |
thoughtfulness(1) |
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Floating rate notes |
20030NCW9 |
$ 1,000,000,000 |
3 months USD |
October 1, 2021 |
$ 1,006.00 |
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Variable rate for seniors |
63946CAG3 |
$ 1.5 billion |
3 months USD |
April 1, 2021 |
$ 1,003.50 |
(1) |
Per $ 1,000 face value of Notes validly submitted, not validly withdrawn, and accepted for purchase prior to the expiration date. In addition to the consideration, Holders will also receive accrued and unpaid interest on the Notes from the last Interest Payment Date up to (exclusively) the Settlement Date (as defined herein). |
The purchase offers end on June 17, 2020 at 5:00 p.m. New York time, unless they are extended or terminated early (the “Expiration time“). Holders who have validly submitted their Notes may withdraw those Notes at any time on or before the Expiration Time. The guaranteed delivery date is June 19, 2020. The issuers expect the issuers to receive the consideration for bonds that have been validly tendered and not validly withdrawn on or before the expiry date on June 22, 2020, the third business day after the expiry period (the “Billing date“). The purchase offers are linked to the fulfillment of certain conditions, but not to a minimum amount of bonds offered.
The full terms and conditions of the takeover bids are set out in the purchase offer dated June 11, 2020 (the “Offer to buy“) And in the accompanying letter and notification of guaranteed delivery, together with any changes and additions that the owners should urgently read before making a decision with regard to the offers to buy. The issuers have engaged Goldman Sachs & Co. LLC and MUFG Securities Americas Inc. to act as joint dealer managers in connection with the takeover offers. Copies of the purchase offer and the corresponding delivery letter and the notification of guaranteed delivery can be obtained from DF King & Co., Inc., the tender and information agent for the purchase offers, by telephone at (212) 269-5550 (banks and brokers) or (866 ) 530-8623 (all others), by email at [email protected] or online at https://www.dfking.com/cmcsa. Questions about the purchase offers can also be directed to the Joint Dealer Managers as described below:
Goldman Sachs & Co. LLC |
MUFG Securities Americas Inc. |
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This press release is neither an offer to buy nor a solicitation of an offer to sell any securities. The purchase offers are only made through and in accordance with the conditions of the purchase offer and the corresponding transmission letter and the announcement of the guaranteed delivery. The purchase offers are not made in a legal system in which their submission or acceptance would not be compatible with the securities, the blue sky or other laws of this legal system. In any jurisdiction where the law requires that an approved broker or dealer be able to make offers to buy, the Joint Dealer Managers will make the offers on behalf of the issuers. None of the Issuers, the Tender and Information Agent or the Joint Dealer Managers or any of their affiliates make a recommendation as to whether the Holders should offer or refrain from offering, in whole or in part, their Notes in response to the offers to buy.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA) is a global media and technology company with three main businesses: Comcast Cable Communications, LLC (“Comcast cable“), NBCUniversal Media, LLC (“NBCUniversal“), And Sky Limited (“sky“). Comcast Cable is one of the largest high-speed Internet, video and telephone providers in the USA for private customers under the Xfinity brand and also offers these services to companies. It also provides wireless, security and automation services to residential customers under the Xfinity brand. NBCUniversal is global, operating news, entertainment, and sports cable networks, the NBC and Telemundo broadcast networks, television production companies, television broadcasting groups, Universal Pictures, and Universal Parks and Resorts. Sky is one of the leading media and entertainment companies in Europe, connecting customers to a wide range of video content through its pay-TV services. It also provides communication services including high-speed Internet, telephone, and home wireless services. Sky operates the Sky News broadcasting network as well as sports and entertainment networks, produces original content and has exclusive rights to the content. Visit www.comcastcorporation.com for more information.
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 such forward-looking statements. Readers are referred to Comcast’s periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of these risks and uncertainties. We do not assume any obligation to update forward-looking statements.
Our businesses may be affected by, among other things:
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the COVID-19 pandemic could have a material adverse effect on our business and results of operations;
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our businesses operate in highly competitive and dynamic industries and our business and operating results could be adversely affected if we do not compete effectively;
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Changes in consumer behavior caused by online video distribution platforms for displaying content continue to adversely affect our business and challenge existing business models;
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a decrease in advertiser spending or changes in the advertising markets could adversely affect our business;
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our business depends on keeping pace with technological developments;
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we are regulated by federal, state, local and foreign authorities that impose additional costs and restrictions on our business;
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The cost of programming our video services is increasing, which could adversely affect Comcast Cable and Sky’s video businesses;
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NBCUniversal and Sky’s success depends on consumer acceptance of their content, and their businesses can be adversely affected if their content does not achieve sufficient consumer acceptance or if the cost of creating or purchasing content increases;
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the loss of program distribution and license agreements or the extension of these agreements on less favorable terms could adversely affect our business;
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unfavorable regulations for telecommunication access, the loss of Sky transmission contracts with satellite or telecommunication providers or the extension of these contracts on less favorable terms could adversely affect Sky’s business;
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We rely on network and information systems and other technologies and on key properties, and a disruption, cyberattack, failure or destruction of such networks, systems, technology or properties can disrupt our business;
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our businesses rely on using and protecting certain intellectual property rights and not violating the intellectual property rights of others;
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we may not be able to obtain the necessary hardware, software and operational support;
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weak economic conditions can adversely affect our business;
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Acquisitions and other strategic initiatives involve many risks and we may not be able to achieve the financial and strategic goals we envisioned;
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we are exposed to risks associated with international business that could adversely affect our business;
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unfavorable results of legal disputes or official investigations could require us to pay substantial amounts or lead to burdensome business processes;
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Industrial disputes, whether employees or sports organizations, can disrupt our operations and adversely affect our business;
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the loss of key executives or popular on-air and creative talent could adversely affect our business; and
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Our Class B common stock has significant voting rights and separate authorization rights on several potentially material transactions, and our Chairman and CEO has significant control over our business through his beneficial ownership of our Class B common stock
You should not place undue reliance on any forward-looking statements that speak only as of the date of this publication. Factors or events that could cause our actual results to differ could occur from time to time and it is not possible to predict all of them.
The above list of factors is not exhaustive. For a discussion of these and other factors that could cause actual results to differ from expectations, see the headings “Forward-Looking Statements” and “Risk Factors” in Comcast’s Annual Report on Form 10-K for the December 31, 2019 report and Quarterly Ending Year Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the SEC.