Item 8.01 Other Events
On February 20, 2020 Comcast Corporation ("Comcast") consummated the issuance
and sale of, €800,000,000 aggregate principal amount of its 0.250% Notes due
2027, €1,400,000,000 aggregate principal amount of its 0.750% Notes due 2032 and
€800,000,000 aggregate principal amount of its 1.250% Notes due 2040
(collectively, the "Euro Notes"), £600,000,000 aggregate principal amount of its
1.500% Notes due 2029, and £800,000,000 aggregate principal amount of its 1.875%
Notes due 2036 (collectively, the "Sterling Notes") pursuant to an underwriting
agreement dated February 5, 2020 among Comcast, the Guarantors (defined below)
and the underwriters named therein. The Euro Notes and Sterling Notes are
collectively referred to as the "Notes." 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 February 5, 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
4.1 Form of Officers' Certificate setting forth the terms of the Notes
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)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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