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Rating Action:

MOODY'S CONFIRMS COMCAST CORPORATION'S RATINGS AND PLACES JONES INTERCABLE INC.'S RATINGS ON REVIEW FOR UPGRADE FOLLOWING COMCAST'S ANNOUNCED INTENT TO ACQUIRE AN INCREASED OWNERSHIP STAKE AND CONTROL OF JONES

13 Aug 1998
MOODY'S CONFIRMS COMCAST CORPORATION'S RATINGS AND PLACES JONES INTERCABLE INC.'S RATINGS ON REVIEW FOR UPGRADE FOLLOWING COMCAST'S ANNOUNCED INTENT TO ACQUIRE AN INCREASED OWNERSHIP STAKE AND CONTROL OF JONES New York, 08-13-98 -- Moody's Investors Service has confirmed the debt ratings of Comcast Corporation and its subsidiaries, and has placed the debt ratings of Jones Intercable Inc. on review for possible upgrade following the announcement that Comcast will acquire an additional 7% interest and control of Jones Intercable Inc.
The Comcast confirmation is based upon the amount of financial flexibility it has at its current rating levels following the $1 billion investment that it received last year from Microsoft Corporation and from the expected proceeds from the sale of its interest in Teleport to AT&T for over $1 billion (in AT&T stock). It has been Moody's expectation that the proceeds would provide the company with added financial flexibility and capital cushion to permit multiple initiatives (acquisitions and stock repurchases) in a more compressed time frame, and such strategic initiatives are already incorporated in current ratings. The agency also expects that Comcast Corp.'s total debt to cash flow leverage levels will remain under 5x, reflecting much higher leverage at the cellular subsidiary and somewhat lower leverage at the cable and programming subsidiaries. The outlook for the Comcast group ratings remains stable. The review of Jones Intercable's debt ratings will focus on the potential for bondholder improved debt protection resulting from integration benefits of the Jones cable assets into the larger Comcast core cable group; the level of implied support given the scale of the investment (since we don't anticipate the Jones debt to be guaranteed by Comcast); and the long range plan for the asset's development, ownership, and organization and capital structure.
The ratings confirmed include Comcast Corp.'s debt shelf registrations rated (P)Ba1 (senior) and (P)Ba3 (subordinated); its senior subordinated notes, senior subordinate debentures, and convertible subordinated debentures rated Ba3; its preferred stock shelf registrations rated (P)"ba3"; Comcast Cable Communications senior unsecured debt rated Baa3; Comcast Cellular Holdings senior unsecured debt rated Ba3; Comcast Cellular Corporation's senior unsecured debt rated Ba3; and Comcast Cellular Communications' senior secured bank facility rated Ba2. The ratings placed on review include Jones Intercable Inc.'s debt shelf registrations rated (P)Ba2 (senior unsecured), (P)B1 (senior subordinated) and (P)B1 (subordinated); Jones Intercable, Inc.'s senior unsecured notes rated Ba2; Jones Intercable, Inc.'s senior subordinated debentures rated B1; and Jones Cable Holdings II, Inc.'s and Jones Cable Holdings, Inc.'s senior secured bank facilities each rated Baa3.
In May of this year, Comcast announced that it had agreed to purchase from BCI Telecom Holding Inc. its approximate 30% interest in Jones Intercable for $500 million in cash in a staged investment. At the same time, it announced that as part of the transaction consideration, it had agreed to purchase from BCI Telecom the common stock control shares or supervoting shares owned by certain affiliates of Glenn R. Jones (Jones Intercable's Chairman and founder) if and when BCI Telecom exercised the option that it has held since December 1994, to acquire such control shares. The option was not exercisable until December 2001. Glenn R. Jones, Jones Intercable, Comcast and BCI Telecom have now agreed to accelerate the option to permit its early exercise and the acquisition of the control shares by Comcast, and the early closing of the transaction between Comcast and BCI Telecom. As a result, Comcast will pay at the closing, both the $500 million to BCI Telecom and it will pay the affiliates of Mr. Jones an aggregate of US$200 million in cash to acquire the control shares. Following the closing, Comcast will own about 12.8 million shares of Class A common stock and approximately 2.9 million control shares of common stock of Jones Intercable, representing approximately 37% of the economic and 47% of the voting interest. In addition, the approximately 2.9 million shares of the control share common Stock will represent approximately 57% of the outstanding common stock which class of stock elects 75% of the Board of Directors of Jones Intercable, thereby giving Comcast effective control and likely consolidation into the Comcast financial statements. BCI Telecom will also transfer to Comcast its interests in Jones Education Company and Jones Entertainment Group, Ltd. The transaction is expected to be completed in the first quarter of 1999.
Comcast Corporation, with its headquarters in Philadelphia, Pennsylvania, is one of the nation's largest cable television system operators, owns and operates cable television programming and a major electronic retailer, is a provider of cellular telephone services and owns sports teams and arenas and owns other material related but non-core investments.
Jones Intercable Inc., with its headquarters in Englewood, Colorado, is a major US cable operator. It owns or manages cable operations serving approximately 1.4 million customers in 17states.

No Related Data.
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