Item 1.01 Entry Into a Material Definitive Agreement
On March 30, 2021
Comcast Corporation (“Comcast”) entered into a credit agreement (the “credit agreement”) among Comcast, the financial
institutions party thereto (the “lenders”), JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication
agent, and Bank of America, N.A., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association,
as co-documentation agents. JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., BofA Securities, Inc., Morgan Stanley MUFG Loan
Partners, LLC, Wells Fargo Securities, LLC and Mizuho Bank, Ltd. acted as joint lead arrangers and joint bookrunners. The credit agreement
replaced Comcast’s prior $7,611,000,000 credit agreement entered into as of May 26, 2016 among Comcast, the financial institutions
party thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing lender, Citibank, N.A., as syndication agent, and Morgan
Stanley MUFG Loan Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank, Ltd., as co-documentation agents.
The credit agreement provides
for a $11,000,000,000 unsecured revolving credit facility (the “facility”) to Comcast for general corporate purposes that
is scheduled to expire on March 30, 2026 and is guaranteed by Comcast Cable Communications, LLC and NBCUniversal Media, LLC (the
“guarantors”). Comcast may, upon the agreement of one or more new or existing lenders, increase the commitments under the
facility up to a total of $14,000,000,000, and/or extend the expiration date of the facility to a date not later than March 30, 2028.
At this time, Comcast has not borrowed any funds under the credit agreement, although certain existing letters of credit have been continued
under the credit agreement and reduce the availability thereunder in a corresponding amount. Interest is based on either (i) the
base rate formula, (ii) the Floating Rate formula or (iii) the fixed rate specified by the lender, each as described in the
credit agreement with respect to the applicable type of borrowing. The credit agreement includes a hardwired approach for the replacement of applicable Floating Rates.
The credit
agreement contains customary representations and warranties as well as customary affirmative and negative covenants and
events of default. Negative covenants include, among others, limitations on incurrence of certain liens by Comcast and
certain of its subsidiaries and limitations on incurrence of any indebtedness by certain of Comcast’s subsidiaries that
are not guarantors, and a requirement that the leverage ratio (as defined in the credit agreement) as of the end of any
fiscal quarter is not greater than 5.75 to 1.00. If any of the events of default occur and are not cured within any
applicable grace periods or waived, any unpaid amounts under the credit agreement may be declared immediately due and payable
and the commitments may be terminated.
Comcast and its affiliates
maintain various commercial and service relationships with certain of the lenders and their affiliates in the ordinary course of business.
In the ordinary course of their respective businesses, certain of the lenders and the other parties to the credit agreement and their
respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other
services with Comcast and its affiliates for which they have in the past and/or may in the future receive customary compensation and expense
reimbursement.
The description above is a summary and is qualified
in its entirety by the credit agreement which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 1.02 Termination of a Material
Definitive Agreement
In connection with its
entry into the credit agreement, on March 30, 2021 Comcast terminated its five-year $7,611,000,000 revolving credit agreement entered
into as of May 26, 2016 among Comcast, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Citibank, N.A., as syndication agent, and Morgan Stanley MUFG Loan Partners, LLC, Wells Fargo Bank, National Association and Mizuho Bank,
Ltd., as co-documentation agents (the “prior credit agreement”). No borrowings were outstanding at the termination of the
prior credit agreement.
Comcast and its affiliates
maintain various commercial and service relationships with certain of the lenders under the prior credit agreement and their affiliates
in the ordinary course of business. In the ordinary course of their respective businesses, certain of the lenders and the other parties
to the prior credit agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment
banking, financial advisory or other services with Comcast and its affiliates for which they have in the past and/or may in the future
receive customary compensation and expense reimbursement.