EXHIBIT 1.1
UNDERWRITING
AGREEMENT
June 15, 2009
Comcast Corporation
One Comcast Center
Philadelphia, Pennsylvania 19103-2838
Ladies and Gentlemen:
We (the “ Managers
”) are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters
being herein called the “ Underwriters ”), and
we understand that Comcast Corporation, a Pennsylvania corporation
(the “ Company ”), proposes to issue and sell
$700,000,000 aggregate principal amount of 5.70% Notes Due 2019
(the “ 2019 Notes ”) and $800,000,000 aggregate
principal amount of 6.55% Notes Due 2039 (the “ 2039
Notes ” and together with the 2019 Notes, the “
Offered Securities ”). The Offered Securities are to
be issued pursuant to the provisions of the Indenture, dated as of
January 7, 2003 by and among the Company, the Cable Guarantors
(defined below) (other than Comcast MO of Delaware, LLC) and The
Bank of New York Mellon (formerly known as The Bank of New York),
as trustee (the “ Trustee ”), as amended by the
First Supplemental Indenture dated as of March 25, 2003 by and
among the Company, the Cable Guarantors and the Trustee, and
guaranteed on an unsecured and unsubordinated basis by Comcast
Cable Communications, LLC, Comcast Cable Communications Holdings,
Inc., Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and
Comcast MO of Delaware, LLC (the “ Cable Guarantors
”).
Subject to the terms and conditions
set forth or incorporated by reference herein, the Company hereby
agrees to sell and the Underwriters agree to purchase, severally
and not jointly, the aggregate principal amount of the 2019 Notes
set forth below opposite their names at a purchase price of 99.313%
plus accrued interest, if any, from June 18, 2009 to the date
of payment and delivery and the aggregate principal amount of the
2039 Notes set forth below opposite their names at a purchase price
of 98.627% plus accrued interest, if any, from June 18, 2009
to the date of payment and delivery (in each case, the “
Purchase Price ”).
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Principal Amount
of 2019 Notes
To Be Purchased
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Principal Amount
of 2039 Notes
To Be Purchased
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Banc of America Securities LLC
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$
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140,000,000
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$
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160,000,000
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Barclays Capital Inc.
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140,000,000
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160,000,000
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BNP Paribas Securities Corp.
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140,000,000
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160,000,000
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Wachovia Capital Markets, LLC
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140,000,000
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160,000,000
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Citigroup Global Markets Inc.
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12,250,000
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14,000,000
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Daiwa Securities America Inc.
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12,250,000
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14,000,000
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Deutsche Bank Securities Inc.
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12,250,000
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14,000,000
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Goldman, Sachs & Co.
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12,250,000
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14,000,000
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J.P. Morgan Securities Inc.
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12,250,000
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14,000,000
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Mitsubishi UFJ Securities (USA),
Inc.
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12,250,000
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14,000,000
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Morgan Stanley & Co.
Incorporated
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12,250,000
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14,000,000
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RBS Securities Inc.
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12,250,000
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14,000,000
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UBS Securities LLC
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12,250,000
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14,000,000
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SunTrust Robinson Humphrey, Inc.
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5,250,000
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6,000,000
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Lloyds TSB Bank plc
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4,200,000
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4,800,000
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Mizuho Securities USA Inc.
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4,200,000
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4,800,000
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U.S. Bancorp Investments, Inc.
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4,200,000
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4,800,000
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BNY Mellon Capital Markets, LLC
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3,500,000
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4,000,000
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Loop Capital Markets, LLC
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1,400,000
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1,600,000
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The Williams Capital Group, L.P.
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1,400,000
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1,600,000
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Blaylock Robert Van, LLC
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700,000
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800,000
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Cabrera Capital Markets, LLC
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700,000
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800,000
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Doley Securities, LLC
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700,000
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800,000
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Guzman & Company
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700,000
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800,000
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M.R. Beal & Company
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700,000
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800,000
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Muriel Siebert & Co., Inc.
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700,000
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800,000
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Samuel A. Ramirez & Co.,
Inc.
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700,000
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800,000
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Utendahl Capital Group, LLC
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700,000
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800,000
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Total
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$
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700,000,000
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$
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800,000,000
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The Underwriters will pay for the
Offered Securities upon delivery thereof at the offices of Davis
Polk & Wardwell, 1600 El Camino Real, Menlo Park,
California at 10:00 a.m. (New York time) on June 18,
2009, or at such other time, not later than 5:00 p.m. (New
York time) on June 25, 2009 as shall be designated in writing
by the Underwriters and the Company. The time and date of such
payment and delivery are hereinafter referred to as the “
Closing Date .”
The Offered Securities shall have
the terms set forth in the Prospectus dated April 27, 2009 and
the Prospectus Supplement dated June 15, 2009, including the
following:
2
Terms of Offered
Securities:
Maturity
Date:
2019
Notes – July 1, 2019
2039 Notes – July 1,
2039
Interest
Rate:
2019
Notes – 5.70%
2039 Notes – 6.55%
Redemption Provisions: The Company
may at its option redeem the Offered Securities in whole or in
part, at any time or from time to time prior to their maturity, on
at least 30 days, but not more than 60 days, prior notice mailed to
the registered address of each holder of the applicable series of
Offered Securities, at a redemption price equal to the greater of
(i) 100% of the principal amount of such Offered Securities
and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 35
basis points for the 2019 Notes (the “ 2019 Make-Whole
Amount ”) and 35 basis points for the 2039 Notes (the
“ 2039 Make-Whole Amount ”), plus, in each case,
accrued interest thereon to the date of redemption; and as further
described in the Prospectus Supplement dated June 15,
2009.
Interest
Payment Dates: 2019 Notes – January 1
and July 1
commencing January 1,
2010.
(Interest accrues from
June 18, 2009)
2039 Notes –
January 1 and July 1
commencing January 1,
2010.
(Interest accrues from
June 18, 2009)
Form and Denomination: Global;
$2,000 denominations and in multiples of $1,000 in excess
thereof.
Ranking: Senior unsecured
Other Terms: As set forth in the
Prospectus Supplement.
Capitalized terms used above and not
defined herein shall have the meanings set forth in the Prospectus
and Prospectus Supplement referred to above.
All communications hereunder shall
be in writing and effective only upon receipt and (a) if to
the Underwriters, shall be delivered, mailed or sent via facsimile
in care of (i) Banc of America Securities LLC, One Bryant
Park, NY1-100-18-03, New York, NY 10036; facsimile number
(646) 855-5958; Attention: High Grade Transaction
Management/Legal, (ii) Barclays Capital Inc., 745 Seventh
Avenue, New York, NY 10019; facsimile number (646) 834-8133;
Attention: Syndicate Registration, (iii) BNP Paribas
Securities Corp., 787 7th Avenue New York, NY 10019; facsimile
number (212) 841-3930; Attention: Syndicate Desk,
(iv) Wachovia Capital Markets, LLC, One
3
Wachovia Center, 301 S. College Street,
Charlotte, NC 28288-0613; facsimile number (704) 383-9165;
Attention: Transaction Management Department; or (b) if to the
Company shall be delivered, mailed or sent via facsimile to One
Comcast Center, Philadelphia, Pennsylvania 19103, facsimile number
(215) 286-7744, attention: Arthur R. Block and William E.
Dordelman.
The Company acknowledges and agrees
that each of the Underwriters is acting solely in the capacity of
an arm’s length contractual counterparty to the Company with
respect to the offering of Offered Securities contemplated hereby
(including in connection with determining the terms of the
offering) and not as a financial advisor or a fiduciary to, or an
agent of, the Company or any other person. Additionally, none of
the Underwriters is advising the Company or any other person as to
any legal, tax, investment, accounting or regulatory matters in any
jurisdiction with respect to the offering of Offered Securities
contemplated hereby. The Company shall consult with its own
advisors concerning such matters and shall be responsible for
making their own independent investigation and appraisal of the
transactions contemplated hereby, and the Underwriters shall have
no responsibility or liability to the Company with respect thereto.
Any review by the Un
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