UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of ~~the~~ The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2017
Date of report (Date of earliest event reported): October 3, 2017
NBCUniversal Media, LLC	~~NBCUniversal Media, LLC~~
	(Exact Name of Registrant as Specified in its Charter)
(Exact Name of Registrant as Specified in Charter)
	Delaware
	Delaware (State or other jurisdiction of incorporation)
	(State or Other Jurisdiction of Incorporation)
001-36438 (Commission File Number)		14-1682529 (IRS Employer Identification No.)
001-36438		14-1682529
30 Rockefeller Plaza New York, NY (Address of Principal Executive Offices)		10112-0015 (Zip Code)
(Commission File Number)		(IRS Employer Identification No.)
30 Rockefeller Plaza New York, NY		10112-0015
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (212) 664-4444
(Former Name or Former Address, if Changed Since Last Report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ o

Item 18.01 ~~Entry~~Other ~~Into a Material Definitive Agreement.~~Events

On ~~May 1~~October 3, 2017, ~~USJ~~Comcast ~~Co., Ltd.~~ Corporation (“~~USJ~~Comcast”)~~, a~~ ~~subsidiary~~and of NBCUniversal Media, LLC (“NBCUniversal”), ~~entered~~issued ~~into~~a press release announcing the commencement of a ~~loan~~private ~~agreement~~offer to exchange (the “~~loan~~Exchange ~~agreement~~Offer”) new series of Comcast senior notes for up to $4.0 billion (the ~~among~~“Old ~~USJ~~Notes Cap”) in aggregate principal amount of Comcast’s 6.950% Notes due 2037, ~~the~~6.550% ~~financial~~Notes ~~institutions~~due ~~party~~2039, ~~thereto~~6.400% Notes due March 1, 2040, 6.450% Notes due 2037, 6.400% Notes due 2038, 6.500% Notes due 2035 and 5.650% Notes due 2035, and NBCUniversal’s 6.400% Notes due April 30, 2040 and 5.950% Notes due 2041 (collectively, the “~~lenders~~Old Notes”). ~~and~~Subject ~~Sumitomo~~to ~~Mitsui~~the ~~Banking~~Old ~~Corporation~~Notes Cap, the aggregate principal amount of Old Notes that are accepted for exchange will be such that the aggregate principal amount of Old Notes accepted results in the issuance of new notes due 2047 in an aggregate principal amount not exceeding $2.0 billion, new notes due 2049 in an aggregate principal amount not exceeding $2.0 billion and new notes due 2052 in an aggregate principal amount not exceeding $1.5 billion. A copy of the press release announcing the commencement of the Exchange Offer is filed as ~~agent~~Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The ~~loan~~new ~~agreement~~notes ~~provides~~have ~~for~~not abeen ~~JPY 450~~registered ~~billion~~under ~~unsecured term loan (~~the ~~“term~~U.S. ~~loan”)~~Securities toAct ~~USJ, the proceeds~~ of ~~which are to be used to refinance existing senior secured debt of USJ~~1933, toas ~~repay~~amended ~~certain~~(the ~~intercompany~~“Securities ~~loans~~Act”) ~~and~~or ~~for~~any ~~the~~other ~~payment~~applicable ofsecurities ~~related fees and expenses~~laws. ~~The term loan comprises~~Therefore, Athe ~~and~~new Bnotes ~~tranches,~~may ~~each~~not ~~of which matures on March 31, 2022. The term loan will~~ be ~~guaranteed~~offered byor ~~Comcast~~sold ~~Corporation~~except ~~(“Comcast”). The~~pursuant ~~borrowing of the term loan is expected~~ to ~~occur~~an onexemption ~~May~~from 9,or ~~2017. As described~~ in ~~the~~a ~~loan~~transaction ~~agreement~~not insubject ~~further~~to ~~detail,~~ the ~~interest~~registration ~~rate~~requirements isof ~~based~~the onSecurities ~~Japanese~~Act ~~Yen~~and ~~TIBOR, as increased by a spread that is adjustable from time to time based on~~ the ~~credit~~applicable ~~rating~~state ~~of Comcast~~securities laws.

~~The~~Item ~~loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants and events of default~~9. ~~Negative covenants include, among others, limitations on incurrence of liens by USJ and certain of its subsidiaries, and requirements that~~ 01(ad) USJ’s net worth, as set forth in USJ’s non-consolidated balance sheet (i) as of the end of the current fiscal year (commencing on April 1, 2017), shall be not be less than JPY 200 billion, and (ii) thereafter, as of the end of each fiscal year, shall be not be less than the greater of (1) 80% of USJ’s net worth as of the end of the preceding fiscal year and (2) JPY 200 billion and (b) unless such ordinary loss is caused solely by changes in applicable accounting standards, USJ shall not record any ordinary loss in USJ’s non-consolidated profit and loss statement as of the end of two consecutive fiscal years. The letter of guarantee provided by Comcast includes a financial covenant requiring that the leverage ratio for Comcast and its restricted subsidiaries (as defined in the letter of guarantee) as of the end of any fiscal quarter is not greater than 5.75 to 1.00. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the loan agreement may be declared immediately due and payable and the commitments may be terminated.Exhibits

USJ, NBCUniversal, Comcast and their respective affiliates maintain various commercial and service relationships with certain of the lenders and their affiliates in the ordinary course of business. In the ordinary course of their respective businesses, certain of the lenders and the other parties to the loan agreement and their respective affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with USJ, NBCUniversal, Comcast and their respective affiliates for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.

Exhibit Number		Description
99.1		Comcast Corporation and NBCUniversal Media, LLC Press Release dated October 3, 2017.

~~The description above is a summary and is qualified in its entirety by the loan agreement which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.~~SIGNATURES

~~Item~~Pursuant ~~2.03.~~to ~~Creation~~the requirements of athe ~~Direct~~Securities Exchange ~~Financial~~Act ~~Obligation~~of or1934, anthe ~~Obligation~~registrant ~~Under~~has anduly ~~Off-Balance~~caused ~~Sheet~~this ~~Arrangement~~report ofto abe ~~Registrant~~signed on its behalf by the undersigned hereunto duly authorized.

Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
10.1		Loan Agreement dated as of May 1, 2017, among USJ Co., Ltd., the financial institutions party thereto (the “lenders”) and Sumitomo Mitsui Banking Corporation, as agent

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NBCUNIVERSAL MEDIA, LLC
Date:	May 3, 2017	By:	/s/ Arthur R. Block
			Arthur R. Block Executive Vice President

NBCUNIVERSAL MEDIA, LLC

October 3, 2017

/s/ Arthur R. Block

Arthur R. Block

Executive Vice President

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