Item
8.01 Other Events
On
October 19, 2017, Comcast Corporation (“Comcast”) and NBCUniversal Media, LLC (“NBCUniversal”) consummated
its private offers to exchange (the “Exchange Offer”) new series of Comcast senior notes for Comcast’s outstanding
6.950% Notes due 2037, 6.550% Notes due 2039, 6.400% Notes due March 1, 2040, 6.450% Notes due 2037, 6.400% Notes due 2038, 6.500%
Notes due 2035 and 5.650% Notes due 2035, and NBCUniversal’s outstanding 6.400% Notes due April 30, 2040 and 5.950% Notes
due 2041. In connection with the settlement of the Exchange Offer, Comcast issued (i) $2,000,000,000 aggregate principal amount
of its 3.969% Notes due 2047, (ii) $1,999,999,000 aggregate principal amount of its 3.999% Notes due 2049 and (iii) $1,499,967,000
aggregate principal amount of its 4.049% Notes due 2052 (collectively, the “New Notes”).
The
New 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, 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 New Notes are guaranteed on an unsecured and unsubordinated
basis by Comcast Cable Communications, LLC and NBCUniversal (the “Guarantors”).
The
material terms and conditions of the New 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 4.3 and Exhibit 4.4, respectively, to Comcast’s Registration Statement on Form S-3 filed on July 28,
2016, and incorporated by reference herein.
In
connection with Comcast’s issuance of the New Notes, Comcast and the Guarantors entered into a registration rights agreement
(the “Registration Rights Agreement”) with the dealer managers for the Exchange Offer. Under the Registration Rights
Agreement, the Company and the Guarantors agreed, among other things, to use commercially reasonable efforts to file a registration
statement with the Securities and Exchange Commission with respect to a registered offer to exchange the New Notes for a series
of exchange notes with terms substantially identical in all material respects to the New Notes, except that the exchange notes
will not contain transfer restrictions and will not provide for any increase in annual interest rate.
The
New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any
other applicable securities laws. Therefore, the New Notes may not be offered or sold except pursuant to an exemption from or
in a transaction not subject to the registration requirements of the Securities Act and the applicable state securities laws.
Item
9.01(d) Exhibits