Comcast Corporation (NASDAQ:CMCSA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On October 5, 2018, following the consummation of the issuance and sale of the Notes as described under Item 2.03 of this Current Report on Form 8-K (the “Notes Offering”), and to that certain term loan credit agreement dated August 22, 2018 among Comcast Corporation (“Comcast”), the financial institutions party thereto (the “Lenders”), Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners (the “August Term Loan Credit Agreement”), the commitments of the Lenders to provide Comcast with term loans under the August Term Loan Credit Agreement was permanently reduced in the aggregate amount of $3.0 billion, from $6.0 billion to $3.0 billion.
Item 1.02 Termination of a Material Definitive Agreement.
On October 5, 2018, upon the consummation of Notes Offering, Comcast’s commitments automatically terminated under that certain 364-day bridge loan credit agreement dated April 25, 2018 (as amended on August 22, 2018) among Comcast, the financial institutions party thereto, Bank of America, N.A., as administrative agent, Wells Fargo Bank, National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 5, 2018 Comcast Comcast consummated the issuance and sale of $1,250,000,000 aggregate principal amount of its Floating Rate Notes due 2020, $1,000,000,000 aggregate principal amount of its Floating Rate Notes due 2021, $500,000,000 aggregate principal amount of its Floating Rate Notes due 2024, $1,750,000,000 aggregate principal amount of its 3.300% Notes due 2020, $2,000,000,000 aggregate principal amount of its 3.450% Notes due 2021, $2,500,000,000 aggregate principal amount of its 3.700% Notes due 2024, $3,000,000,000 aggregate principal amount of its 3.950% Notes due 2025, $4,000,000,000 aggregate principal amount of its 4.150% Notes due 2028, $1,500,000,000 aggregate principal amount of its 4.250% Notes due 2030, $3,000,000,000 aggregate principal amount of its 4.600% Notes due 2038, $4,000,000,000 aggregate principal amount of its 4.700% Notes due 2048 and $2,500,000,000 aggregate principal amount of its 4.950% Notes due 2058 (collectively, the “Notes”), to an underwriting agreement dated October 2, 2018 among Comcast, the Guarantors (defined below) and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were issued to an Indenture dated as of September 18, 2013 (the “Base Indenture”) among Comcast, the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of November 17, 2015 (the “First Supplemental Indenture”) among Comcast, the guarantors named therein and the Trustee, and an officers’ certificate issued thereto. The Notes are guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal Media, LLC (the “Guarantors”).
The Notes were offered to Comcast’s Registration Statement on Form S-3 filed on July 28, 2016, as amended at the date of the underwriting agreement (Reg. No. 333-212719), including the prospectus contained therein, and a related prospectus supplement dated October 2, 2018.
The material terms and conditions of the Notes are set forth in the Form of Officers’ Certificate filed herewith as Exhibit4.1 and incorporated by reference herein and in the Base Indenture and First Supplemental Indenture, which are incorporated by reference as Exhibit4.3 and Exhibit 4.4, respectively, to Comcast’s Registration Statement on Form S-3 filed on July 28, 2016, and incorporated by reference herein.
Item 9.01(d) Exhibits
COMCAST CORP ExhibitEX-4.1 2 dp96611_ex0401.htm EXHIBIT 4.1 Exhibit 4.1 [FORM OF OFFICERS’ CERTIFICATE] COMCAST CORPORATION Officers’ Certificate October 5,…To view the full exhibit click here
About Comcast Corporation (NASDAQ:CMCSA)
Comcast Corporation is a media and technology company. The Company’s primary businesses include Comcast Cable and NBCUniversal. Its Comcast Cable business operates in Cable Communications segment. Its NBCUniversal business consists of four segments, which include Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks. Its Cable Communications consists of the operations of Comcast Cable, which provides video, Internet and voice services to residential customers under the XFINITY brand. Its Cable Networks consists of national cable networks, regional sports and news networks, international cable networks and cable television studio production operations. Its Broadcast Television consists of the NBC and Telemundo broadcast networks. Its Filmed Entertainment consists of the operations of Universal Pictures. The Company’s Theme Parks consists in Universal theme parks in Orlando, Florida and Hollywood, California.
