Comcast and NBCUniversal start $9 billion in debt exchange offers

Chicago, Aug. 2 – Comcast Corp. and NBCUniversal Media, LLC started an offer to exchange notes from three separate pools of existing notes for new notes, according to an 8-K filing with the Securities and Exchange Commission and a press release.

Pool 1

The issuers are offering to exchange the notes in the first pool for up to $3 billion of new 2051 notes.

The existing notes will be exchanged for a combination of cash and the new notes.

Listed in acceptance priority level order, noteholders of the existing notes are invited to exchange the following:

• $571,915,000 outstanding 6.4% notes due 2038 issued by Comcast (Cusip: 20030NAX9) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 70 basis with a 40% cash payment percentage of the premium;

• $787,725,000 outstanding 6.95% notes due 2037 issued by Comcast (Cusip: 20030NAV3) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 70 bps with a 45% cash payment percentage of the premium;

• $904,355,000 outstanding 6.45% notes due 2037 issued by Comcast (Cusip: 20030NAM3) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 70 bps with a 47% cash payment percentage of the premium;

• $481,743,000 outstanding 6.4% notes due March 2040 issued by Comcast (Cusip: 20030NBB6) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 75 bps with a 30% cash payment percentage of the premium;

• $558,422,000 outstanding 6.4% notes due April 2040 issued by NBC (Cusips: 63946BAF7, 62875UAD7, U63763AB9) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 75 bps with a 27% cash payment percentage of the premium;

• $413,668,000 outstanding 6.55% notes due 2039 issued by Comcast (Cusip: 20030NAY7) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 75 bps with a 34% cash payment percentage of the premium;

• $3 billion outstanding 4.6% notes due 2038 issued by Comcast (Cusip: 20030NCL3) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 70 bps with a 0% cash payment percentage of the premium;

• $1 billion outstanding 6.5% notes due 2035 issued by Comcast (Cusip: 20030NAK7) to be priced using the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 105 bps with a 49% cash payment percentage of the premium;

• $750 million outstanding 5.65% notes due 2035 issued by Comcast (Cusip: 20030NAF8) to be priced using the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 105 bps with a 46% cash payment percentage of the premium; and

• $750 million outstanding 7.05% notes due 2033 issued by Comcast (Cusip: 20030NAC5) to be priced using the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 95 bps with a 72% cash payment percentage of the premium.

The early participation payment for the pool 1 offer will be $50 principal amount of new 2051 notes and is included in the total consideration.

The cash payment percent of premium is the percentage of the amount by which the total consideration exceeds $1,000 in principal amount of pool 1 notes to be paid in cash.

For the 4.6% notes due 2038, the par call date, instead of the maturity date, will be taken into account.

Pool 2

Additionally, the issuers are starting an exchange offer for up to $3 billion of new Comcast senior notes due Nov. 1, 2056, in a combination of cash and new notes.

Accordingly, the following notes are in the second pool of notes, listed in acceptance priority order:

• $1.2 billion outstanding 5.95% notes due 2041 issued by NBC (Cusip: 63946BAG5) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 80 bps with a 32% cash payment percentage of the premium;

• $4 billion outstanding 4.7% notes due 2048 issued by Comcast (Cusip: 20030NCM1) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus a fixed spread of 90 bps with a 0% cash payment percentage of the premium;

• $1 billion outstanding 4.75% notes due 2044 issued by Comcast (Cusip: 20030NBK6) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 90 bps with a 0% cash payment percentage of the premium;

• $1.25 billion outstanding 4.65% notes due 2042 issued by Comcast (Cusip: 20030NBE0) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 90 bps with a 0% cash payment percentage of the premium;

• $5 billion outstanding 4.5% notes due 2043 issued by Comcast (Cusip: 20030NBG5) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 90 bps with a 0% cash payment percentage of the premium; and

• $1 billion outstanding 4.45% notes due 2043 issued by NBC (Cusip: 63946BAJ9) to be priced using the 2.25% U.S. Treasury due May 15, 2041 plus a fixed spread of 90 bps with a 0% cash payment percentage of the premium.

The early participation payment for the pool 2 offer will be $50 principal amount of new 2056 notes and is included in the total consideration.

For the 4.7% notes due 2048, the par call date, instead of the maturity date, will be taken into account.

Pool 3

Additionally, there is a third pool of notes which will be exchanged for up to $3 billion of new notes to be offered for a combination of cash and a new series of Comcast’s senior notes due Nov. 1, 2063.

In priority order, the existing notes are the:

• $1.7 billion outstanding 4.6% notes due 2045 issued by Comcast (Cusip: 20030NBQ3) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus a fixed spread of 85 bps with a 0% cash payment percentage of the premium;

• $2.5 billion outstanding 4.95% notes due 2058 issued by Comcast (Cusip: 20030NCN9) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus a fixed spread of 100 bps with a 0% cash payment percentage of the premium; and

• $1,499,967,000 outstanding 4.049% notes due 2052 issued by Comcast (Cusip: 20030NCG4(3)) to be priced using the 2.375% U.S. Treasury due May 15, 2051 plus a fixed spread of 95 bps with a 0% cash payment percentage of the premium.

The early participation payment for the pool 3 offer will be $50 principal amount of new 2063 notes and is included in the total consideration.

These were all calculated with the par call date, instead of the maturity date.

Details

Holders will also receive accrued interest in cash, minus the amount of any pre-issuance interest on the new notes issued in the exchange, and the amount due in lieu of fractional amounts of new notes.

For each pool, a minimum of $1 billion of the related new notes must be issued.

If at 10 a.m. ET on Aug. 16 the bid-side yield on the 2.375% U.S. Treasury due May 15, 2051 is greater than 2.25%, the company will not be required to accept for exchange, or issue new notes of the applicable series in exchange for the old notes and may terminate the offers.

The early participation deadline to receive the early participation payment is 5 p.m. ET on Aug. 13, also the withdrawal deadline.

The exchange offers will expire at 11:59 p.m. ET on Aug. 27.

Early settlement is expected for Aug. 19.

Final settlement is planned for Aug. 31.

D.F. King & Co., Inc is the information and tender agent for the offer (800 848-3410, 212 269-5550, comcast@dfking.com).

Comcast is a media and technology company based in Philadelphia.

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