EXHIBIT 1.2
UNDERWRITING AGREEMENT
January 7, 2003
Comcast Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Dear Sirs:
We (collectively, the "Manager") are acting on behalf of the underwriters
(including ourselves) named below (such underwriters being herein called the
"Underwriters"), and we understand that Comcast Corporation, a Pennsylvania
corporation (the "Company"), proposes to issue and sell $600,000,000 aggregate
principal amount of 5.85% Notes Due 2010 (the "2010 Notes") and $900,000,000
aggregate principal amount of 6.50% Notes Due 2015 (the "2015 Notes" and
together with the 2010 Notes, the "Offered Securities"). The Offered Securities
are to be issued pursuant to the provisions of the Indenture dated as of
January 7, 2003 (the "Indenture") by and among the Company, the Cable
Guarantors (as defined below) and The Bank of New York, as Trustee (the
"Trustee"), and guaranteed on an unsecured and unsubordinated basis by Comcast
Cable Communications, Inc., Comcast Cable Communications Holdings, Inc.,
Comcast Cable Holdings, LLC and Comcast MO Group, Inc. (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 2010
Notes set forth below opposite their names at a purchase price of 99.237% and
the aggregate principal amount of the 2015 Notes set forth below opposite their
names at a purchase price of 99.035%, plus, in each case, accrued interest, if
any, from January 10, 2003 to the date of payment and delivery (the "Purchase
Price").
2010 Notes
----------
Underwriter Aggregate Principal
----------- Amount of Offered
Securities
To Be Purchased
-------------------
X.X. Xxxxxx Securities Inc.......................... $124,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.................................... 124,000,000
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Xxxxxx Xxxxxxx & Co. Incorporated................... 124,000,000
Banc of America Securities LLC...................... 48,000,000
Xxxxxxx Xxxxx Barney Inc............................ 48,000,000
ABN AMRO Incorporated............................... 12,000,000
Banc One Capital Markets, Inc....................... 12,000,000
BNY Capital Markets, Inc............................ 12,000,000
Barclays Capital Inc................................ 12,000,000
BNP Paribas Securities Corp......................... 12,000,000
Deutsche Bank Securities Inc........................ 12,000,000
Dresdner Kleinwort Xxxxxxxxxxx Securities LLC....... 12,000,000
Fleet Securities, Inc............................... 12,000,000
Xxxxxxx, Sachs & Co................................. 12,000,000
The Royal Bank of Scotland plc...................... 12,000,000
Scotia Capital (USA) Inc............................ 12,000,000
Total........................................... $600,000,000
============
2015 Notes
----------
Underwriter Aggregate Principal
----------- Amount of Offered
Securities
To Be Purchased
-------------------
X.X. Xxxxxx Securities Inc.......................... $186,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.................................... 186,000,000
Xxxxxx Xxxxxxx & Co. Incorporated................... 186,000,000
Banc of America Securities LLC...................... 72,000,000
Xxxxxxx Xxxxx Barney Inc............................ 72,000,000
ABN AMRO Incorporated............................... 18,000,000
Banc One Capital Markets, Inc....................... 18,000,000
BNY Capital Markets, Inc............................ 18,000,000
Barclays Capital Inc................................ 18,000,000
BNP Paribas Securities Corp......................... 18,000,000
Deutsche Bank Securities Inc........................ 18,000,000
Dresdner Kleinwort Xxxxxxxxxxx Securities LLC....... 18,000,000
Fleet Securities, Inc............................... 18,000,000
Xxxxxxx, Sachs & Co................................. 18,000,000
The Royal Bank of Scotland plc...................... 18,000,000
Scotia Capital (USA) Inc............................ 18,000,000
------------
Total........................................... $900,000,000
============
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The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Xxxxx Xxxx & Xxxxxxxx, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx,
Xxxxxxxxxx at 10:00 a.m. (New York time) on January 10, 2003, or at such other
time, not later than 5:00 p.m. (New York time) on January 17, 2003, 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 December 23, 2002 and the Prospectus Supplement dated January 7, 2003,
including the following:
Terms of Offered Securities:
Maturity Date: 2010 Notes - January 15, 2010
2015 Notes - January 15, 2015
Interest Rate: 2010 Notes - 5.85%
2015 Notes - 6.50%
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 90 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, in each case, the Treasury Rate plus 30 basis points
for the notes due 2010 (the "2010 Make-Whole Amount") and 40 basis points for
the notes due 2015 (the "2015 Make-Whole Amount" and together with the 2010
Make-Whole Amount, the "Make-Whole Amount"), plus in each case accrued interest
thereon to the date of redemption; and as further described in the Prospectus
Supplement dated January 7, 2003.
Interest Payment Dates: January 15 and July 15, commencing July 15, 2003.
(Interest accrues from January 10, 2003)
Form and Denomination: Global; $1,000 denominations and multiples thereof.
Ranking: Senior unsecured.
-4-
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.
Except as set forth below, all provisions contained in the document
entitled Comcast Corporation Underwriting Agreement Standard Provisions (Debt
Securities, Warrants, Purchase Contracts, Units and Guarantees) dated December
23, 2002, (the "Standard Provisions"), a copy of which is attached hereto, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein, except that (i) if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control, (ii)
all references in such document to a type of security that is not an Offered
Security shall not be deemed to be a part of this Agreement and (iii) all
references in such document to a type of agreement that has not been entered
into in connection with the transactions contemplated hereby shall not be
deemed to be a part of this Agreement.
-5-
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
X.X. XXXXXX SECURITIES INC.
By:
-----------------------------------
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
-----------------------------------
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED
By:
-----------------------------------
Name:
Title:
On behalf of themselves and the other
Underwriters named herein
-6-
Accepted:
COMCAST CORPORATION
By:
-----------------------------------
Name:
Title:
COMCAST CABLE COMMUNICATIONS, INC.
By:
-----------------------------------
Name:
Title:
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.
By:
-----------------------------------
Name:
Title:
COMCAST CABLE HOLDINGS, LLC
By:
-----------------------------------
Name:
Title:
COMCAST MO GROUP, INC.
By:
-----------------------------------
Name:
Title:
