01.07.2009 13:00:00

Comcast Corporation Announces Early Results of Tender Offer for Certain Outstanding Debt Securities

Comcast Corporation (Nasdaq: CMCSA, CMCSK) today announced that, as of 5:00 p.m., New York City time, on June 30, 2009 (the "Early Tender Date”), it had received tenders for an aggregate principal amount of $1.73 billion of its outstanding debt securities (referred to below as the "notes”) in the cash tender offer Comcast announced on June 18, 2009. The tender offer, in which Comcast is offering to purchase up to $1.3 billion aggregate principal amount of the outstanding notes, is being made pursuant to the Offer to Purchase dated June 18, 2009 (the "Offer to Purchase”). The tender offer will expire at 9:00 a.m., New York City time, on July 17, 2009, unless extended (the "Expiration Date”).

According to Global Bondholder Services Corporation, the depositary and information agent for the tender offer, as of the Early Tender Date, Comcast received valid tenders from holders of notes as set forth in the table below.

     

Original

Issuer(1)

 

Title of Security(2)

 

CUSIP Number

 

Principal Amount Outstanding

 

Principal Amount Tendered

 

Acceptance Priority

Level

 
CCCI

7.125% Senior Notes due June 15, 2013

20029PAN9 $750,000,000 $364,796,000 1
 
TCI 7.875% Senior Debentures due August 1, 2013 879240AX7 $550,000,000 $309,856,000 2
 
ATTBB

8.375% Notes due March 15, 2013

00209TAA3 $2,335,346,000 $948,028,000 3
 
CC 10.625% Senior Subordinated Debentures due July 15, 2012 200300AN1 $201,975,000 $108,549,000 4

(1) "CCCI” means Comcast Cable Communications Inc. (now known as Comcast Cable Communications, LLC), "TCI” means Tele-Communications, Inc. (now known as Comcast Cable Holdings, LLC), "ATTBB” means AT&T Broadband Corp. (now known as Comcast Cable Communications Holdings, Inc.), and "CC” means the former Comcast Corporation (now known as Comcast Holdings Corporation).

(2) The notes listed above are guaranteed under a cross-guarantee structure described in the Offer to Purchase, with the exception of the CC 10.625% Senior Subordinated Debentures due July 15, 2012, which are guaranteed by Comcast Corporation.

The principal amount of each series of notes that is purchased in the tender offer is subject to the Acceptance Priority Level for such series and to proration, as set forth in the Offer to Purchase. Because holders of more than $1.3 billion aggregate principal amount of notes have already validly tendered their notes, Comcast expects to accept for purchase all 7.125% Senior Notes due June 15, 2013 and 7.875% Senior Debentures due August 1, 2013 that are validly tendered. The principal amount of 8.375% Notes due March 15, 2013 that is ultimately accepted for purchase will depend upon whether holders tender additional notes after the Early Tender Date. Comcast does not expect to accept for purchase any of the 10.625% Senior Subordinated Debentures due July 15, 2012 that are tendered, because this series of notes ranks in the last Acceptance Priority Level.

Holders who validly tendered and did not withdraw their notes on or prior to the Early Tender Date, and whose notes are purchased pursuant to the tender offer, will be entitled to receive the "Full Tender Offer Consideration” described in the Offer to Purchase. Previously tendered notes cannot be withdrawn after the "Withdrawal Date,” which also expired at 5:00 p.m., New York City time, on June 30, 2009.

Holders of notes who did not validly tender their notes on or prior to the Early Tender Date, or who subsequently withdrew their notes, may tender their notes until the Expiration Date and still be entitled to receive the "Late Tender Offer Consideration” described in the Offer to Purchase, which equals the applicable Full Tender Offer Consideration minus $30.00 per $1,000 principal amount of notes, if Comcast purchases such notes in the tender offer. Holders who tender notes after the Early Tender Date are not entitled to the Full Tender Offer Consideration. Holders who tender notes after the Withdrawal Date do not have withdrawal rights.

Comcast has retained Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. to serve as dealer managers for the tender offer and has retained Global Bondholder Services Corporation to serve as the depositary and information agent for the tender offer. Comcast has retained Broadpoint Capital, Inc. to act as structuring agent for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 294-2200 or (212) 430-3774 or in writing at 65 Broadway – Suite 723, New York, NY, 10006. Questions regarding the tender offer may be directed to either Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 357-4692, J.P. Morgan Securities Inc. at (866) 834-4666 or collect at (866) 834-3424, or Citigroup Global Markets Inc. at (800) 558-3745 or collect at (212) 723-6106.

The tender offer is subject to the satisfaction of certain conditions. If any of the conditions is not satisfied, Comcast is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate the tender offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes or any other securities. The tender offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and the information in this press release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. None of Comcast, the dealer managers or the depositary and information agent makes any recommendations as to whether holders should tender their notes pursuant to the tender offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA, CMCSK) (www.comcast.com) is the nation’s leading provider of entertainment, information and communication products and services. With 24.1 million cable customers, 15.3 million high-speed Internet customers, and 6.8 million Comcast Digital Voice customers, Comcast is principally involved in the development, management and operation of cable systems and in the delivery of programming content.

Comcast’s content networks and investments include E! Entertainment Television, Style Network, Golf Channel, VERSUS, G4, PBS KIDS Sprout, TV One, ten sports networks operated by Comcast Sports Group and Comcast Interactive Media, which develops and operates Comcast’s Internet businesses, including Comcast.net (www.comcast.net). Comcast also has a majority ownership in Comcast-Spectacor, whose major holdings include the Philadelphia Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team and two large multipurpose arenas in Philadelphia.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements. Readers are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. Readers are directed to Comcast’s periodic and other reports filed with the Securities and Exchange Commission (SEC) for a description of such risks and uncertainties. We undertake no obligation to update any forward-looking statements. In evaluating those statements, you should specifically consider various factors, including the risks and uncertainties discussed in the Offer to Purchase, under the caption "Risk Factors” in Comcast’s Annual and Quarterly Reports on Forms 10-K and 10-Q and in other reports the Company files with the SEC. Actual events or the Company’s actual results may differ materially from any of the Company’s forward-looking statements.

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