8-KRegulation FD

COMCAST CORP 8-K Report, Regulation FD Disclosure (Jul 9, 2013)

Filed July 9, 2013For Securities:CMCSACCZ

Summary

Comcast Corporation (CMCSA) filed an 8-K on July 9, 2013, to disclose information regarding its 2.0% Exchangeable Subordinated Debentures due 2029 and November 2029, known as "ZONES". The company confirmed that the previously announced Sprint Softbank transaction, where Softbank acquires control of Sprint Nextel, will not alter the interest payments or maturity amounts for these debentures. This transaction is considered a "Reference Share Offer" for the ZONES. Comcast Holdings Corporation chose to adjust the "Early Exchange Ratio" for the ZONES to 100% instead of implementing a "Reference Share Offer Adjustment". Consequently, the payment terms of the ZONES remain unchanged. The only modification will be that the underlying reference shares will transition from Sprint Nextel common stock to an equivalent number of shares of the newly formed "New Sprint" common stock upon the transaction's completion. No "Additional Interest" will be paid as a result of this event.

Key Highlights

  • 1Comcast's 2.0% Exchangeable Subordinated Debentures due 2029 and November 2029 (ZONES) are unaffected by the Sprint Softbank transaction regarding interest and maturity amounts.
  • 2The Sprint Softbank transaction is classified as a "Reference Share Offer" for the ZONES.
  • 3Comcast Holdings Corporation elected to increase the "Early Exchange Ratio" for the ZONES from 95% to 100%.
  • 4This election means no "Reference Share Offer Adjustment" will be made to the ZONES.
  • 5The "Reference Shares" underlying the ZONES will change from Sprint Nextel common stock to New Sprint common stock.
  • 6No "Additional Interest" will be paid in connection with the Sprint Softbank transaction.
  • 7The filing clarifies the impact of a significant corporate transaction on specific Comcast debt instruments.

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).

The Sprint Softbank transaction does not change the interest paid or the amounts due at maturity on the ZONES. The underlying shares will change from Sprint Nextel common stock to New Sprint common stock, but the payment terms remain the same. No "Additional Interest" will be paid.

By increasing the "Early Exchange Ratio" to 100%, Comcast Holdings Corporation has ensured that bondholders will receive the full value of the underlying shares without any reduction, effectively opting out of a "Reference Share Offer Adjustment" which could have altered payment terms.

This filing primarily confirms that the payment terms (interest and maturity amounts) of the ZONES will not change. The underlying reference security will shift from Sprint Nextel to New Sprint common stock. Investors should monitor the performance of New Sprint's stock, as the value of the ZONES is linked to the value of the underlying shares.