8-KRegulation FD

COMCAST CORP 8-K Report, Regulation FD Disclosure (Oct 18, 2012)

Filed October 18, 2012For Securities:CMCSACCZ

Summary

This 8-K filing from Comcast Corp. addresses the impact of the announced Sprint Nextel and Softbank merger on Comcast's 2.0% Exchangeable Subordinated Debentures due 2029 and November 2029, collectively known as the "ZONES". Comcast Holdings Corporation, a subsidiary of Comcast, does not expect the Sprint-Softbank transaction to alter the interest payments or principal amounts due at maturity for these debentures. Comcast Holdings has determined that the Sprint-Softbank deal qualifies as a "Reference Share Offer" for the ZONES. Instead of a "Reference Share Adjustment", Comcast Holdings plans to increase the "Early Exchange Ratio" for the ZONES from 95% to 100% during the pendency of the Sprint-Softbank transaction. This adjustment ensures that the payment terms of the ZONES remain unchanged, with the underlying reference shares simply transitioning from Sprint Nextel common stock to shares of the newly formed "New Sprint" upon the transaction's completion. Importantly, no additional interest will be paid due to this transaction.

Key Highlights

  • 1Comcast Holdings Corporation has reviewed the Sprint-Softbank merger and its impact on its 2.0% Exchangeable Subordinated Debentures (ZONES).
  • 2No changes are anticipated in the interest payments or amounts due at maturity for the ZONES as a result of the Sprint-Softbank transaction.
  • 3The Sprint-Softbank transaction is classified as a "Reference Share Offer" for the ZONES.
  • 4Comcast Holdings intends to increase the "Early Exchange Ratio" of the ZONES from 95% to 100%.
  • 5This increase in the Early Exchange Ratio is an alternative to a "Reference Share Offer Adjustment".
  • 6Upon completion of the Sprint-Softbank deal, the underlying reference shares for the ZONES will change from Sprint Nextel common stock to shares of "New Sprint".
  • 7No "Additional Interest" will be paid in connection with the Sprint-Softbank transaction as per the terms of the ZONES.

Frequently Asked Questions

The "ZONES" refer to Comcast Holdings Corporation's 2.0% Exchangeable Subordinated Debentures due 2029 (CUSIP 200300507, NYSE: CCZ) and its 2.0% Exchangeable Subordinated Debentures due November 2029 (CUSIP 200300606).

Comcast does not anticipate any changes to the interest paid or amounts due at maturity on the ZONES. The primary impact is that the underlying reference shares will shift from Sprint Nextel common stock to shares of the new entity formed by the Softbank acquisition, referred to as "New Sprint", upon closing of the transaction. Comcast also plans to adjust the Early Exchange Ratio.

Increasing the Early Exchange Ratio to 100% allows a holder of the ZONES to exchange their debentures for the full "Exchange Market Value" of the underlying reference shares. As of the filing date, the debentures' "Contingent Principal Amount" significantly exceeds this market value, meaning Comcast does not expect any ZONES to be exchanged as a result of this transaction.

No, the filing explicitly states that no "Additional Interest" will be paid in connection with the Sprint-Softbank transaction. The adjustments being made are intended to maintain the existing payment terms of the ZONES.