NEW YORK - Time Warner Inc. (NYSE: TWX) today announced the expiration of its tender offer (the “Offer”) to purchase for cash any and all of the outstanding 5.875% Notes due 2016 (CUSIP No. 887317AC9) of Time Warner Inc. (the “Notes”). The Offer expired at 5:00 p.m., New York City time, on June 3, 2015 (the “Expiration Time”).
As of the Expiration Time, $687,092,000 aggregate principal amount of outstanding Notes had been validly tendered and accepted. This amount includes $610,000 aggregate principal amount of outstanding Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase relating to the Offer, which remain subject to the Note holders’ performance of the delivery requirements under such procedures.
As announced on May 28, 2015, the purchase price is $1,073.50 per $1,000 principal amount of Notes tendered and accepted for payment. Time Warner will also pay accrued and unpaid interest on the Notes accepted in the Offer up to, but not including, June 4, 2015 for all Notes tendered in the Offer, including the Notes tendered pursuant to the guaranteed delivery procedures. The payment date is June 4, 2015 (other than with respect to Notes tendered pursuant to the guaranteed delivery procedures, with respect to which payment will be made on June 8, 2015).
Time Warner expects to record an approximate $51,000,000 pre-tax charge to “other income (loss), net” in the second quarter of 2015 related to the premiums paid to tendering holders of the Notes. The loss will not impact Adjusted EPS.
BofA Merrill Lynch, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC acted as Dealer Managers for the Offer. D.F. King & Co., Inc. acted as the Information Agent and Depositary. Requests for documents may be directed to D.F. King & Co., Inc. at (866) 745-0272 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Offer may be directed to BofA Merrill Lynch at (888) 292-0070, Citigroup Global Markets Inc. at (800) 558-3745, Morgan Stanley & Co. LLC at (800) 624-1808 and Wells Fargo Securities, LLC at (866) 309-6316.
This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Notes was only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. The Offer was not being made in any state or jurisdiction in which such offer would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT TIME WARNER INC.
Time Warner Inc., a global leader in media and entertainment with businesses in television networks, film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Warner’s businesses. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Time Warner is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.