NEW YORK - Time Warner Inc. (NYSE:TWX) today announced the early settlement (the “Early Settlement Date”) by Time Warner Inc. (“Time Warner”) of its previously announced cash tender offers (the “Offers”) to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (“HTW”, including in its capacity as successor by merger to Time Warner Companies, Inc. (“TWCI”)) set forth in the column entitled “Debentures” in the table below (collectively, the “Debentures”, and, each a “Series” of Debentures). Time Warner also accepted the consents (each a “Consent”, and, collectively, the “Consents”) delivered pursuant to its previously announced consent solicitations (each a “Consent Solicitation”, and, collectively, the “Consent Solicitations”) to amend certain provisions of the indentures governing certain Series of Debentures (the “Proposed Amendments”).
The terms and conditions of the Offers and the Consent Solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and a related Consent and Letter of Transmittal. Time Warner’s obligation to accept for purchase, based on the acceptance priority levels set forth in the column entitled “Acceptance Priority Level” in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal and premium, but excluding accrued interest) of no more than $6,000,000,000 (the “Maximum Purchase Price”).
The principal amount of each Series of Debentures that was validly tendered (with Consents that were validly delivered, if applicable), and not validly withdrawn (or Consents revoked) in the Offers at or prior to 12:00 P.M. (noon), New York City time, on December 21, 2017 (the “Early Tender Deadline”), is set forth in the table below. The Company has exercised its option to accept for payment those Debentures that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.
Approximately $3.5 billion aggregate principal amount of the Debentures were validly tendered (with Consents validly delivered, if applicable) as of the Early Tender Deadline and not validly withdrawn (or Consents revoked). Subject to the terms and conditions of the Offers and the Consent Solicitations, Time Warner accepted for purchase Debentures validly tendered (with Consents validly delivered, if applicable) at or prior to the Early Tender Deadline and not validly withdrawn (or Consents revoked) in an aggregate principal amount equal to $3.5 billion and with an aggregate purchase price (including principal and premium, but excluding accrued interest) equal to approximately $4.5 billion (which price does not exceed the Maximum Purchase Price).
Holders or beneficial owners of Debentures (the “Holders”) who validly tendered and, if applicable with respect to such Debentures, validly delivered their Consents at or prior to the Early Tender Deadline (and who did not validly withdraw their Debentures (or revoke their Consents, if applicable) prior to 5:00 P.M., New York City time, on December 15, 2017) received consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as set forth above) for such Series of Debentures. In the case of the 8.300% Discount Debentures due 2036 (which were issued at a discount to their full face value), the principal amount used for purposes of determining the Total Consideration and early tender premium was the full face value thereof. The Total Consideration included the applicable early tender premium for such Series of Debentures (and related Consents, if applicable), equal to $50 per $1,000 principal amount of such Series of Debentures accepted for purchase (the “Early Tender Premium”). In addition, Holders whose Debentures were accepted for purchase pursuant to the Offers also received accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the Early Settlement Date. Holders who validly tender and, if applicable with respect to such Debentures, validly deliver their Consents (which tendered Debentures and delivered Consents may not be withdrawn or revoked, as applicable) after the Early Tender Deadline and at or prior to the Expiration Date are eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as set forth above) minus the applicable Early Tender Premium for such Series of Debentures. In addition, Holders whose Debentures are accepted for purchase pursuant to the Offers after the Early Settlement Date will also receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the Final Settlement Date (as defined below).
In addition, the requisite consents to effect the Proposed Amendments with respect to certain Series of Debentures, as described in the Offer to Purchase (the “Requisite Consents”), have been received. Accordingly, on December 22, 2017, Time Warner, certain of its subsidiaries, and The Bank of New York Mellon, as trustee, executed and delivered the Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture”) to the Indenture, dated as of January 15, 1993, among HTW (in its capacity as successor by merger to TWCI), as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented prior to the Twelfth Supplemental Indenture, the “1993 Indenture”).
The Twelfth Supplemental Indenture amends the 1993 Indenture with respect to the applicable Series of Debentures to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, modify notice requirements for redemption and related provisions and provides that any and all guarantees of the applicable Series of Debentures issued under the 1993 Indenture may be released. The Twelfth Supplemental Indenture became effective upon execution, but provides that the Proposed Amendments will not become operative unless Time Warner accepts the applicable Debentures satisfying the Requisite Consent required for purchase in the applicable Offer. In the event of any proration of a Series of Debentures, if there is a Consent Solicitation with respect to such Series of Debentures, the Consents delivered with respect to such Series of Debentures shall be null and void. If additional Requisite Consents are received as described in the Offer to Purchase at or prior to the Expiration Date (as defined below), Time Warner expects to enter into additional supplemental indentures.
The Twelfth Supplemental Indenture will apply only to each of the 9.150% Debentures due 2023, the 7.570% Debentures due 2024 and the 6.950% Debentures due 2028, for which the applicable Requisite Consents were received.
Each Offer and Consent Solicitation will expire at 11:59 P.M., New York City time, on January 2, 2018 (the “Expiration Date”).
Time Warner will purchase any remaining Debentures that have been validly tendered (with Consents that have been validly delivered, if applicable) after the Early Tender Deadline and at or prior to the Expiration Date, subject to the Maximum Purchase Price, the application of the Acceptance Priority Levels and all conditions to the Offers and the Consent Solicitations having been satisfied or waived by Time Warner, on the final settlement date, which is expected to occur on January 3, 2018 (the “Final Settlement Date”), promptly following the Expiration Date unless extended by Time Warner. No tenders of Debentures submitted after the Expiration Date will be valid.
Time Warner may further amend, extend or, subject to certain conditions and applicable law, terminate each Offer or Consent Solicitation at any time in its sole discretion. Time Warner’s obligation to accept for purchase, and pay for, any Debentures that are validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) and accepted for purchase pursuant to the Offers is conditioned on the satisfaction or waiver by Time Warner of the conditions described in the Offer to Purchase.
BofA Merrill Lynch and Citigroup Global Markets Inc. are acting as Dealer Managers for the Offers and Solicitation Agents for the Consent Solicitations. D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent. Requests for documents may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 and Citigroup Global Markets Inc. at (800) 558-3745. Copies of the Offer to Purchase and the Consent and Letter of Transmittal, along with any amendments and supplements thereto, may be obtained for free at www.dfking.com/twx.
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 Debentures is only being made pursuant to the terms of the Offer to Purchase and the related Consent and Letter of Transmittal. The Offers are not being made in any state or jurisdiction in which such offers would be unlawful. None of Time Warner, the Dealer Managers, the Solicitation Agents or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Debentures in connection with the Offers or deliver Consents in connection with the Consent Solicitations.
About Time Warner Inc.
Time Warner Inc., a global leader in media and entertainment with businesses in television networks and 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 contains 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, including the pending merger with AT&T Inc. 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.