Item 8.01 Other Events
On March 27, 2020 Comcast Corporation ("Comcast") consummated the issuance and
sale of $800,000,000 aggregate principal amount of its 3.100% Notes due 2025,
$800,000,000 aggregate principal amount of its 3.300% Notes due 2027,
$1,600,000,000 aggregate principal amount of its 3.400% Notes due 2030 and
$800,000,000 aggregate principal amount of its 3.750% Notes due 2040
(collectively, the "Notes"), pursuant to an underwriting agreement dated
March 24, 2020 among Comcast, the Guarantors (defined below) and BofA
Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC,
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of
the several underwriters named therein. The Notes were issued pursuant 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
pursuant 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 pursuant to Comcast's Registration Statement on Form S-3
filed on August 1, 2019, as amended at the date of the underwriting agreement
(Reg. No. 333-232941), including the prospectus contained therein, and a related
prospectus supplement dated March 24, 2020.
The material terms and conditions of the Notes are set forth in the Form of
Officers' Certificate filed herewith as Exhibit 4.1 and incorporated by
reference herein and in the Base Indenture and First Supplemental Indenture,
which are incorporated by reference as Exhibit 4.2 and Exhibit 4.3,
respectively, to Comcast's Registration Statement on Form S-3 filed on August 1,
2019, and incorporated by reference herein.
Item 9.01(d) Exhibits
Exhibit
Number Description
Form of Officers' Certificate setting forth the terms of the Notes
4.1
5.1 Opinion of Elizabeth Wideman, Esq.
5.2 Opinion of Davis Polk & Wardwell LLP
23.1 Consent of Elizabeth Wideman, Esq. (contained in Exhibit 5.1)
23.2 Consent of Davis Polk & Wardwell LLP (contained in Exhibit 5.2)
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