Current Report Filing (8-k)
January 29 2015 - 7:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): January 29, 2015 (January 28, 2015)
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Comcast Corporation
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(Exact Name of Registrant as Specified in Charter)
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Pennsylvania
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001-32871
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27-0000798
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Comcast Center
Philadelphia, PA 19103-2838
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: (215) 286-1700
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
Pursuant to a letter dated January 28, 2015, and as contemplated by the Agreement and Plan of Merger, dated as of February 12, 2014, among Comcast Corporation, Tango Acquisition Sub, Inc. and Time Warner Cable Inc. (the “Merger Agreement”), the "End Date" of the Merger Agreement has been extended to August 12, 2015.
The foregoing descriptions of the letter, which is filed herewith as Exhibit 99.1, and the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Comcast Corporation on February 13, 2014, are qualified in their entirety by reference to the full text of such documents, both of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Letter dated January 28, 2015 among Comcast Corporation, Tango Acquisition Sub, Inc. and Time Warner Cable Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Comcast Corporation
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Date:
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January 29, 2015
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By:
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/s/ Arthur R. Block
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Name:
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Arthur R. Block
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Title:
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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99.1
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Letter dated January 28, 2015 among Comcast Corporation, Tango Acquisition Sub, Inc. and Time Warner Cable Inc.
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[COMCAST LETTERHEAD]
January 28, 2015
Time Warner Cable Inc.
60 Columbus Circle
New York, NY 10023
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Attention:
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General Counsel
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Facsimile No.:
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(212) 364-8459
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Re:
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Extension of “End Date”
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Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (as amended or supplemented, the “Merger Agreement”), dated as of February 12, 2014, among Time Warner Cable Inc. (“Time Warner Cable”), Comcast Corporation (“Comcast”) and Tango Acquisition Sub, Inc. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in the Merger Agreement.
Section 10.01(b)(i) of the Merger Agreement contemplates that the “End Date” of the Merger Agreement may be extended by a period of six months to August 12, 2015. Comcast and Time Warner Cable agree that the End Date is hereby extended to August 12, 2015, as contemplated by the Merger Agreement.
This letter shall be governed by, and construed in accordance with, the Merger Agreement. Except as expressly provided herein, the Merger Agreement shall remain in full force and effect in accordance with its terms.
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Very truly yours,
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COMCAST CORPORATION
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By
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/s/ Arthur R. Block
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Name:
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Arthur R. Block
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Title:
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Senior Vice President, General Counsel and Secretary
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TANGO ACQUISITION SUB, INC.
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By
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/s/ Arthur R. Block
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Name:
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Arthur R. Block
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Title:
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Secretary and Treasurer
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Agreed as of the date first above written:
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TIME WARNER CABLE INC.
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By
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/s/ Christian Lee
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Name:
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Christian Lee
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Title:
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SVP Mergers & Acquisitions
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[Signature Page to Letter]
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