Comcast Corporation and Comcast Cable Communications, LLC Commence Offers to Purchase for Cash Certain of their Outstanding Senior Debt Securities
Subject to the Consideration Cap Condition (as defined below), the series of Notes that are purchased in the Offers will be based on the acceptance priority levels (each, an “Acceptance Priority Level”) set forth in the table below. If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.
The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated
|
Acceptance Priority Level(1) |
Title of Notes |
Principal
|
CUSIP / ISIN
|
Par Call Date(3) |
Maturity Date |
Reference
|
Bloomberg Reference Page(4) |
Fixed Spread (Basis Points)(4) |
|
1 |
2.350% Notes due 2027 issued by the Company |
|
20030NBW0 / US20030NBW02 |
|
|
4.000% |
FIT3 |
+5 |
|
2 |
3.300% Notes due |
|
20030NBY6 / US20030NBY67 |
|
|
4.125% |
FIT3 |
+5 |
|
3 |
3.300% Notes due |
|
20030NDK4 / US20030NDK46 |
|
|
3.875% |
FIT3 |
+5 |
|
4 |
8.500% Notes due 2027 issued by |
|
20029PAH2 / US20029PAH29 |
N/A |
|
4.000% |
FIT1 |
+25 |
|
5 |
4.150% Notes due 2028 issued by the Company |
|
20030NCT6 / US20030NCT63 |
|
|
4.000% |
FIT1 |
+20 |
|
6 |
3.150% Notes due 2028 issued by the Company |
|
20030NCA7 / US20030NCA72 |
|
|
4.000% |
FIT1 |
+10 |
|
7 |
7.125% Notes due 2028 issued by |
|
872287AL1 / US872287AL19 |
N/A |
|
4.000% |
FIT1 |
+15 |
|
8 |
3.550% Notes due 2028 issued by the Company |
|
20030NCH2 / US20030NCH26 |
|
|
4.000% |
FIT1 |
+15 |
|
9 |
5.100% Notes due 2029 issued by the Company |
|
20030NEH0 / US20030NEH08 |
|
|
3.875% |
FIT1 |
+20 |
|
10 |
4.550% Notes due 2029 issued by the Company |
|
20030NED9 / US20030NED93 |
|
|
3.875% |
FIT1 |
+20 |
|
11 |
4.250% Notes due 2030 issued by the Company |
|
20030NCU3 / US20030NCU37 |
|
|
3.875% |
FIT1 |
+35 |
|
12 |
3.400% Notes due 2030 issued by the Company |
|
20030NDG3 / US20030NDG34 |
|
|
3.875% |
FIT1 |
+30 |
|
13 |
2.650% Notes due 2030 issued by the Company |
|
20030NDA6 / US20030NDA63 |
|
|
3.875% |
FIT1 |
+30 |
| (1) Subject to the satisfaction or waiver by the Issuers of the conditions of the Offers described in the Offer to Purchase, if the Consideration Cap Condition is not satisfied with respect to all series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 13 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. | ||||||||
| (2) No representation is made by the Issuers as to the correctness or accuracy of the CUSIP numbers or ISINs listed in the Offer to Purchase or printed on the Notes. They are provided solely for convenience. | ||||||||
| (3) For each series of Notes, the calculation of the applicable Total Consideration (as defined below) may be performed to either the maturity date or such par call date, in accordance with standard market convention. See Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration (including additional detail regarding the use of par call dates in such calculations). | ||||||||
| (4) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each |
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The Offers will expire at
For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) is expected to be
Provided that all conditions to the Offers have been satisfied or waived by the Issuers by the Expiration Date, the Issuers will pay the Total Consideration in respect of all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date (and accepted for purchase by the Issuers) on the “Settlement Date,” which is expected to be
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted by the Issuers for purchase in the Offers will receive the applicable Total Consideration for each
In addition to the applicable Total Consideration, Holders whose Notes are accepted by the Issuers for purchase pursuant to an Offer will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date (the “Accrued Coupon Payment”). Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by
The Issuers’ obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate Total Consideration payable for all Notes purchased in the Offers (the “Aggregate Consideration Amount”) not exceed
If the Consideration Cap Condition is not satisfied with respect to each series of Notes, then the Issuers may, at any time on or prior to the Expiration Date and with respect to (i) the series of Notes with the highest Acceptance Priority Level (the “First Non-Covered Notes”) for which the Consideration Cap Amount is less than the sum of (x) the Aggregate Consideration Amount for all validly tendered First Non-Covered Notes and (y) the Aggregate Consideration Amount for all validly tendered Notes of all series having a higher Acceptance Priority Level than the First Non-Covered Notes as set forth in the table above (with 1 being the highest Acceptance Priority Level and 13 being the lowest Acceptance Priority Level), and (ii) each series of Notes with an Acceptance Priority Level lower than the First Non-Covered Notes (together with the First Non-Covered Notes, the “Non-Covered Notes”):
- terminate an Offer with respect to one or more series of Non-Covered Notes for which the Consideration Cap Condition has not been satisfied, and promptly return all validly tendered Notes of such series, and any other series of Non-Covered Notes, to the respective tendering Holders; or
- waive the Consideration Cap Condition with respect to one or more series of Non-Covered Notes and accept all Notes of such series, and of any series of Notes having a higher Acceptance Priority Level, validly tendered; or
- if there is one or more series of Non-Covered Notes with a lower Acceptance Priority Level than the First Non-Covered Notes (the Notes in respect of any such series, the “Applicable Non-Covered Notes”) for which:
- the Aggregate Consideration Amount necessary to purchase all validly tendered Applicable Non-Covered Notes of such series, plus
- the Aggregate Consideration Amount necessary to purchase all validly tendered Notes of all series having a higher Acceptance Priority Level than such series of Applicable Non-Covered Notes, other than (x) the First Non-Covered Notes and (y) any other series of Non-Covered Notes having a higher Acceptance Priority Level than such series of Applicable Non-Covered Notes that would not satisfy the conditions of this clause (3),
is equal to, or less than, the Consideration Cap Amount, accept all validly tendered Applicable Non-Covered Notes of such series.
It is possible that a series of Notes with a particular Acceptance Priority Level will fail to meet the conditions set forth above and therefore will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level is accepted for purchase.
If any series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.
For purposes of determining whether the Consideration Cap Condition is satisfied, the Issuers will assume that all Notes tendered pursuant to the Guaranteed Delivery Procedures will be duly delivered at or prior to the Guaranteed Delivery Date and the Issuers will not subsequently adjust the acceptance of the Notes in accordance with the Acceptance Priority Levels if any such Notes are not so delivered. Each Issuer reserves the right, subject to applicable law, to waive the Consideration Cap Condition with respect to any Offer.
The Offers are subject to the satisfaction of these and certain other conditions as described in the Offer to Purchase. Each Issuer reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any condition is not satisfied, the Issuers are 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 or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Notes of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase), the Offers are not subject to a financing condition, and none of the Offers is conditioned on the consummation of any of the other Offers by the Issuers.
The Issuers have retained
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Morgan Stanley |
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Toll Free: (800) 624-1808 Collect: (212) 761-1057 Email: LMNY@morganstanley.com
Attention: |
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Offers Website: https://gbsc-usa.com/comcast
Banks and Brokers call: (212) 430-3774
All others call Toll Free: (855) 654-2015
You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: https://gbsc-usa.com/comcast.
If an Issuer terminates any of its Offers with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released.
Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
Offer and Distribution Restrictions
This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of the Issuers or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of the Issuers, the Information and Tender Agent or the Dealer Managers, nor any of their affiliates, makes any recommendation as to whether Holders should tender or refrain from tendering all or any portion of their Notes in response to the Offers.
No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or any material relating to the Issuers or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
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Caution Concerning Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements about, among other things, the terms and timing for completion of the Offers, including the acceptance for purchase of Notes validly tendered, the Consideration Cap Amount, the expected Expiration Date and Settlement Date. In evaluating these statements, readers should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other reports filed with the Securities and Exchange Commission (SEC). Factors that could cause our actual results to differ materially from these forward-looking statements include changes in and/or risks associated with: the competitive environment; consumer behavior; the advertising market; consumer acceptance of our content; programming costs; key distribution and/or licensing agreements; use and protection of our intellectual property; our reliance on third-party hardware, software and operational support; keeping pace with technological developments; cyber attacks, security breaches or technology disruptions; weak economic conditions; acquisitions and strategic initiatives; operating businesses internationally; natural disasters, severe weather-related and other uncontrollable events; loss of key personnel; labor disputes; significant tax liability if the separation of Versant is not tax-free; laws and regulations; adverse decisions in litigation or governmental investigations; and other risks described from time to time in reports and other documents we file with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20260526564145/en/
Investor Contacts:
Marci Ryvicker (215) 286-4781
Jane Kearns (215) 286-4794
Press Contacts:
Jennifer Khoury (215) 286-7408
John Demming (215) 286-8011
Source: