Nbcuniversal Media, LLC (Exact Name of Registrant As Specified in Its Charter)
Total Page：16
File Type：pdf, Size：1020Kb
Table of Contents As filed with the Securities and Exchange Commission on June 14, 2011 Registration No. 333-174175 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NBCUniversal Media, LLC (Exact Name of Registrant as Specified in Its Charter) Delaware 7812 14-1682529 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) 30 Rockefeller Plaza New York, New York 10112 (212) 664-4444 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Stephen B. Burke 30 Rockefeller Plaza New York, New York 10112 (212) 666-4444 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: Arthur R. Block, Esq. Bruce K. Dallas, Esq. Comcast Corporation Davis Polk & Wardwell LLP One Comcast Center 1600 El Camino Real Philadelphia, Pennsylvania 19103-2838 Menlo Park, California 94025 (215) 286-1700 (650) 752-2000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 14, 2011 PRELIMINARY PROSPECTUS NBCUniversal Media, LLC OFFER TO EXCHANGE For any and all Up to Of “New Notes” (CUSIP): outstanding “Old Notes” (CUSIP): $900,000,000 2.100% Senior Notes due 2014 2.100% Senior Notes due 2014 (62875UAP0) (62875UAM7, U63763AF0) $1,000,000,000 3.650% Senior Notes due 2015 3.650% Senior Notes due 2015 (62875UAG0) (62875UAF2, U63763AC7) $1,000,000,000 2.875% Senior Notes due 2016 2.875% Senior Notes due 2016 (62875UAL9) (62875UAJ4, U63763AE3) $2,000,000,000 5.150% Senior Notes due 2020 5.150% Senior Notes due 2020 (62875UAC9) (62875UAA3, U63763AA1) $2,000,000,000 4.375% Senior Notes due 2021 4.375% Senior Notes due 2021 (63946BAE0) (62875UAH8, U63763AD5) $1,000,000,000 6.400% Senior Notes due 2040 6.400% Senior Notes due 2040 (63946BAF7) (62875UAD7, U63763AB9) $1,200,000,000 5.950% Senior Notes due 2041 5.950% Senior Notes due 2041 (62875UAQ8) (62875UAN5, U63763AG8) The Old Notes and New Notes are referred to in this prospectus as the “Notes.” The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that issuance of the New Notes has been registered under the Securities Act, and the transfer restrictions and registration rights relating to the Old Notes do not apply to the New Notes. To exchange your Old Notes for New Notes: • you are required to make the representations to us described under “The Exchange Offer—Resale of the New Notes.” • you must complete and send the letter of transmittal that accompanies this prospectus or, in the case of a book-entry transfer, an agent’s message in lieu thereof, to the exchange agent, The Bank of New York Mellon, by 5:00 p.m., New York time, on , 2011. • you should read the section called “The Exchange Offer” for further information on how to exchange your Old Notes for New Notes. See “Risk Factors” beginning on page 16 for a discussion of risk factors that should be considered by you prior to tendering your Old Notes in the exchange offer. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. , 2011 Table of Contents TABLE OF CONTENTS Page Caution Concerning Forward-Looking Statements 1 Summary 3 Risk Factors 16 Use Of Proceeds 28 Capitalization 29 Ratio Of Earnings To Fixed Charges 30 Unaudited Pro Forma Financial Information 31 Selected Historical Financial Information 40 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 42 Quantitative And Qualitative Disclosures About Market Risk 73 Business 76 Legislation And Regulation 86 Management 95 Executive Compensation 98 Related Party Transactions 105 Principal Stockholders 117 Description Of The New Notes 119 The Exchange Offer 137 Material United States Federal Income Tax Consequences Of The Exchange Offer 145 Certain ERISA Considerations 146 Plan Of Distribution 148 Validity Of New Notes 149 Experts 149 Where You Can Find More Information 151 Index To Financial Statements F-1 None of NBCUniversal, NBCUniversal Holdings, Comcast or GE has authorized any other person to provide you with information other than that contained in this prospectus. NBCUniversal, NBCUniversal Holdings, Comcast and GE do not take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” This prospectus is part of a registration statement on Form S-4 filed with the Securities and Exchange Commission, or the SEC, under the Securities Act and does not contain all of the information contained in the registration statement. This information is available without charge upon written or oral request. See “Where You Can Find More Information.” To obtain this information in a timely fashion, you must request such information no later than five business days before , 2011, which is the date on which the exchange offer expires (unless we extend the exchange offer as described herein). Table of Contents In this prospectus, unless otherwise indicated or the context otherwise requires, references to “NBCUniversal,” “our company,” “we,” “us” and “our” are both to (i) after January 28, 2011, NBCUniversal Media, LLC, the Delaware limited liability company into which NBC Universal, Inc. converted pursuant to the Joint Venture Transaction (as defined in “Summary”), together with its subsidiaries (including subsidiaries that hold the Comcast Content Business (as defined in “Summary”)) and (ii) on or prior to January 28, 2011, NBC Universal, Inc., together with its subsidiaries; references to “NBC Universal, Inc.” are to NBC Universal, Inc., excluding its subsidiaries, on or prior to January 28, 2011; references to “Predecessor” are to NBCUniversal on or prior to January 28, 2011 (without giving effect to the Joint Venture Transaction) and references to “Successor” are to NBCUniversal after January 28, 2011, giving effect to the Joint Venture Transaction; references to “GE” are to General Electric Company and its subsidiaries; references to “Comcast” are to Comcast Corporation and its subsidiaries; references to “Vivendi” are to Vivendi S.A.; and references to “NBCUniversal Holdings” are to NBCUniversal, LLC, a limited liability company that owns 100% of NBCUniversal Media, LLC.