Comcast, NBCUniversal launch offer to exchange up to $4 billion notes

By Wendy Van Sickle

Columbus, Ohio, Oct. 3 – Comcast Corp. and NBCUniversal Media, LLC began a private offer to exchange a new series of Comcast senior notes for up to $4 billion of nine series of existing Comcast and NBCUniversal existing notes, according to a press release issued on Tuesday.

The following existing notes, listed in acceptance priority level, are covered by the offer, and the amount of new notes that will be issued in exchange is based on the 3% U.S. Treasury note due May 15, 2047 plus the fixed spread listed:

• Comcast’s $2 billion 6.95% notes due 2037 with a fixed spread of 88 basis points;

• Comcast’s $800 million 6.55% notes due 2039, fixed spread of 100 bps;

• Comcast’s $1 billion 6.4% notes due March 1, 2040, fixed spread of 100 bps;

• NBCUniversal’s $1 billion 6.4% notes due April 30, 2040, fixed spread of 100 bps;

• Comcast’s $1.85 billion 6.45% notes due 2037, fixed spread of 90 bps;

• Comcast’s $1 billion 6.4% notes due 2038, fixed spread of 95 bps;

• Comcast’s $1 billion 6.5% notes due 2035, fixed spread of 85 bps;

• NBCUniversal’s $1.2 billion 5.95% notes due 2041, fixed spread of 103 bps; and

• Comcast’s $750 million 5.65% notes due 2035, fixed spread of 85 bps.

The total principal amount of all the existing notes covered by the offer is $10.6 billion.

The new notes will include the following:

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

• Up to $2 billion notes due Nov. 1, 2049 with pricing based on the 3% U.S. Treasury note due May 15, 2047 plus 115 bps; and

• Up to $1.5 billion notes due Nov. 1, 2052 with pricing based on the 3% U.S. Treasury note due May 15, 2047 plus 120 bps.

Subject to the $4 billion cap for existing notes, old notes will be accepted for exchange in accordance with the acceptance priority levels first into new 2047 notes, until the 2047 notes cap is reached, then into new 2049 notes, until the 2049 notes cap is reached, and finally into new 2052 notes, until the cap for that series is reached.

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

Holders who tender their existing notes by the early deadline, 5 p.m. ET on Oct. 17, will receive per $1,000 of tendered notes an early payment of $30 to be paid in the form of new notes.

The offer will expire at 11:59 p.m. ET on Oct. 31.

Tenders may be withdrawn until 5 p.m. ET on Oct. 17.

The offer is subject to some conditions, including that it must result in at least $500 million new 2047 notes being issued. Additionally, if less than $500 million 2049 or 2052 notes would be issued, no notes of the respective series will be created.

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

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

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