Comcast Announces Debt Exchange and Cash Offers

Comcast's first initiative involves seven separate private offers to exchange any and all outstanding series of notes, collectively referred to as the “Old Notes.” These will be exchanged for newly issued debt securities, termed the “New Notes.” The exchange offers will expire on September 26, 2025, at 5:00 p.m. Eastern Time, unless extended or terminated earlier.

Only holders who have completed and returned an eligibility certification, confirming their status as “Exchange Offer Eligible Holders,” are authorized to participate in the exchange. Those who participate will be able to tender their Old Notes until the expiration date, with the possibility to withdraw until the same deadline.

Comcast is offering to exchange the following series of notes, divided into two pools:

The exchange will follow a “waterfall” methodology based on acceptance priority levels, with a maximum issuance cap of $1.75 billion for the New 2037 Notes and $2.00 billion for the New 2038 Notes. This prioritization means that some series may not be accepted for exchange even if others with different priority levels are.

The Total Exchange Price for the Old Notes will be determined by the yield of a specified U.S. Treasury security plus a fixed spread, as detailed in the offering memorandum. Additionally, holders will receive cash payments for any accrued interest up to the settlement date.

Alongside the exchange offers, Comcast is also initiating cash offers for the same series of Old Notes. Only holders who are not classified as Exchange Offer Eligible Holders will be eligible for these cash purchases.

The cash offers will also expire on September 26, 2025, at 5:00 p.m. Eastern Time. Similar to the exchange offers, participants must complete a certification process to confirm their eligibility. The cash offers will cover the same series of notes as the exchange offers, with a maximum consideration amount set at $400 million for Pool 1 Notes and $500 million for Pool 2 Notes.

The Total Consideration for the cash offers will be calculated based on a formula that includes a fixed spread plus the yield of the applicable U.S. Treasury security. Like the exchange offers, participants will also receive cash for any accrued interest on their Old Notes.

Comcast’s dual approach of offering both exchange and cash options reflects its commitment to managing its debt effectively while providing liquidity options to noteholders. As the company navigates these financial maneuvers, stakeholders will be keenly watching how these strategies will influence Comcast’s financial health and market position.

For more details, holders are encouraged to refer to the Offering Memorandum and the Offer to Purchase documents, which outline the terms and conditions of both transactions.