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Published on 10/19/2017 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Comcast, NBCUniversal to issue $5.5 billion new notes in exchange

By Susanna Moon

Chicago, Oct. 19 – Comcast Corp. and NBCUniversal Media, LLC said holders had tendered for exchange $5,192,000,000 of the $10.6 billion of nine series of notes as of the early deadline at 5 p.m. ET on Oct. 17.

Comcast and NBCUniversal accepted tenders for $3,932,172,000 of the notes and expect to issue $5,499,966,000 of new Comcast senior notes, according to a company announcement.

Specifically, the companies took in all of the tendered notes for the first five issues, some of the sixth series using a proration factor and none of the last three series.

As announced Oct. 3, the companies were holding a private offer to exchange a new series of Comcast senior notes for up to $4 billion of nine series of Comcast and NBCUniversal notes.

In exchange, Comcast will issue the new notes as follows:

• $2 billion of 3.969% notes due Nov. 1, 2047 with pricing based on the 3% U.S. Treasury note due May 15, 2047 plus 112 bps;

• $1,999,999,000 of 3.999% notes due Nov. 1, 2049 with pricing based on the 3% U.S. Treasury note due May 15, 2047 plus 115 bps; and

• $1,499,967,000 of 4.049% notes due Nov. 1, 2052 with pricing based on the 3% U.S. Treasury note due May 15, 2047 plus 120 bps.

The new notes will be guaranteed by NBCUniversal and Comcast Cable Communications, LLC.

As of the early deadline, holders had tendered the following amount of notes, which are listed in order of acceptance priority, with the amount of new notes to be issued in exchange based on the 3% U.S. Treasury note due May 15, 2047 plus a fixed spread:

• $1,212,275,000 of Comcast’s $2 billion 6.95% notes due 2037 with an exchange value of $1,448.42 based on a fixed spread of 88 basis points and reference yield of 3.729%, and all of the tendered notes will be accepted for exchange;

• $386,332,000 of Comcast’s $800 million 6.55% notes due 2039 with an exchange value of $1,394.84 based on a fixed spread of 100 bps and reference yield of 3.849%, and all of the tendered notes will be accepted for exchange;

• $518,257,000 of Comcast’s $1 billion 6.4% notes due March 1, 2040 with an exchange value of $1,380.20 based on a fixed spread of 100 bps and reference yield of 3.849%, and all of the tendered notes will be accepted for exchange;

• $441,578,000 of NBCUniversal’s $1 billion 6.4% notes due April 30, 2040 with an exchange value of $1,382 based on a fixed spread of 100 bps and reference yield of 3.849%, and all of the tendered notes will be accepted for exchange;

• $945,645,000 of Comcast’s $1.85 billion 6.45% notes due 2037 with an exchange value of based $1,370 on a fixed spread of 90 bps and reference yield of 3.749%, and all of the tendered notes will be accepted for exchange;

• $551,973,000 of Comcast’s $1 billion 6.4% notes due 2038 with an exchange value of $1,368.94 based on a fixed spread of 95 bps and reference yield of 3.799%, and $428,085,000 of the tendered notes will be accepted for exchange using a proration factor of 78%;

• $380,007,000 of Comcast’s $1 billion 6.5% notes due 2035 with an exchange value based on a fixed spread of 85 bps and reference yield of 3.699%, and none of the tendered notes will be accepted for exchange;

• $526,783,000 of NBCUniversal’s $1.2 billion 5.95% notes due 2041 with an exchange value based on a fixed spread of 103 bps and reference yield of 3.879%, and none of the tendered notes will be accepted for exchange; and

• $229,145,000 of Comcast’s $750 million 5.65% notes due 2035 with an exchange value based on a fixed spread of 85 bps and reference yield of 3.699%, and none of the tendered notes will be accepted for exchange.

Pricing was set at 11 a.m. ET on Oct. 18.

Holders who tendered their notes by the early deadline will receive an early exchange premium of $30.00 per $1,000 principal amount.

The offer was set to continue until 11:59 p.m. ET on Oct. 31, but the offer has been over-subscribed as of the early deadline.

Tenders may no longer be withdrawn as of 5 p.m. ET on Oct. 17.

D.F. King & Co., Inc. (866 342-8290, 212 269-5550 or comcast@dfking.com) is the information agent for the Rule 144A and Regulation S offer.

Comcast is a media and technology company based in Philadelphia. NBCUniversal is a New York-based media and entertainment company.

New issues

Issuer:Comcast Corp.
Guarantors:NBCUniversal Media, LLC and Comcast Cable Communications, LLC
Issue:Senior notes
30-year notes
Amount:$2 billion
Maturity:Nov. 1, 2047
Coupon:3.969%
32-year notes
Amount:$1,999,999,000
Maturity:Nov. 1, 2049
Coupon:3.999%
35-year notes
Amount:$1,499,967,000
Maturity:Nov. 1, 2052
Coupon:4.049%

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