SEC Form 8-K filed by Comcast Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On May 8, 2025, Comcast Corporation (“Comcast”) consummated the issuance and sale of $650,000,000 aggregate principal amount of its 4.950% Notes due 2032 (the “2032 Notes”), $850,000,000 aggregate principal amount of its 5.300% Notes due 2035 (the “2035 Notes”) and $1,000,000,000 aggregate principal amount of its 6.050% Notes due 2055 (the “2055 Notes” and, together with the 2032 Notes and the 2035 Notes, the “Notes”), pursuant to an underwriting agreement dated May 5, 2025 among Comcast, the Guarantors (as defined below) and BofA Securities, Inc., Mizuho Securities USA 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 as further supplemented by the Second Supplemental Indenture dated as of July 29, 2022 (the “Second 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 February 28, 2025 (the “Registration Statement”), as amended at the date of the underwriting agreement (Reg. No. 333-285428), including the prospectus contained therein, and a related prospectus supplement, dated May 5, 2025.
The material terms and conditions of the Notes are set forth (i) in the Form of Officers’ Certificate filed herewith as Exhibit 4.1, (ii) in the Base Indenture, filed as Exhibit 4.3 to Comcast’s Registration Statement on Form S-3, as amended, filed on September 18, 2013 (Reg. No 333-191239), (iii) in the First Supplemental Indenture, filed as Exhibit 4.4 to Comcast’s Post Effective Amendment No. 2 to Registration Statement on Form S-3, filed on November 23, 2015 (Reg. No 333-191239) and (iv) in the Second Supplemental Indenture, which was filed as Exhibit 4.4 to Comcast’s Registration Statement on Form S-3, filed on July 29, 2022 (Reg. No. 333-266390), each of which are incorporated by reference herein.
| Item 9.01(d) | Exhibits |
| Exhibit |
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) | |
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.
| COMCAST CORPORATION | ||||||
| Date: May 8, 2025 | By: | /s/ Elizabeth Wideman | ||||
| Name: | Elizabeth Wideman | |||||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | |||||