Time Warner Inc. (NYSE:TWX) today announced the early tender
results as of 5:00 p.m., New York City time, on December 12, 2016
(the “Early Tender Deadline”) for its previously announced cash
tender offers (the “Offers”) to purchase the outstanding debt
securities of Time Warner and Historic TW Inc. (including in its
capacity as successor by merger to Time Warner Companies, Inc.) set
forth in the column entitled “Debentures” in the table below
(collectively, the “Debentures”, and, each a “Series” of
Debentures). The terms and conditions of the Offers are set forth
in an Offer to Purchase (the “Offer to Purchase”) and a related
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 Levels” 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withdrawn is limited to as many Debentures as Time Warner can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 (i) $3,000,000,000 aggregate principal amount of the
Debentures subject to the Offers (as such amount may be increased
or decreased pursuant to the terms of the Offer to Purchase, the
“Maximum Principal Amount”) and (ii) an aggregate purchase price
for the Debentures subject to the Offers (including principal and
premium, but excluding accrued interest) of no more than
$4,000,000,000 (as such amount may be increased or decreased
pursuant to the terms of the Offer to Purchase, the “Maximum
Purchase Price”).
The principal amount of each Series of Debentures that was
validly tendered and not validly withdrawn in the Offers at or
prior to the Early Tender Deadline is set forth in the table below.
The settlement for the Debentures validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline and accepted for
purchase by Time Warner is expected to occur on December 14, 2016
(the “Early Settlement Date”).
CUSIP Principal
Acceptance Principal Number/ Amount
Priority Amount
Debentures
Common
Code
Outstanding
Level
Tendered
7.700% Debentures due 2032 00184AAG0 $2,000,000,000 1
$1,070,465,000 7.625% Debentures due 2031 00184AAC9 $2,000,000,000
2 $1,127,639,000 6.500% Debentures due 2036 887317AD7
$1,000,000,000 3 $442,157,000 6.625% Debentures due 2029 887315BN8
$1,000,000,000 4 $530,551,000 9.150% Debentures due 2023 887315AM1
$602,337,000 5 $257,996,000 6.950% Debentures due 2028 887315BM0
$500,000,000 6 $263,919,000 7.570% Debentures due 2024 887315BH1
$450,000,000 7 $271,927,000
Subject to the terms and conditions of the Offers, holders or
beneficial owners of Debentures (the “Holders”) who validly
tendered and did not validly withdraw their Debentures at or prior
to the Early Tender Deadline are eligible to receive, per $1,000
principal amount, the applicable Total Consideration (as determined
in the manner described in the Offer to Purchase) for such Series
of Debentures. The Total Consideration includes the applicable
early tender premium for such Series of Debentures, equal to $30.00
per $1,000 principal amount of such Series of Debentures accepted
for purchase.
As of the Early Tender Deadline, approximately $3.9 billion
aggregate principal amount of the Debentures have been validly
tendered and not validly withdrawn. Because the aggregate principal
amount of Debentures validly tendered and not validly withdrawn
pursuant to the Offers as of the Early Tender Deadline exceeded the
Maximum Principal Amount, the amounts of each Series of Debentures
set forth in the table above that are purchased in the Offers on
the Early Settlement Date will be determined in accordance with the
acceptance priority levels and proration procedures described in
the Offer to Purchase. If it is determined that the aggregate
purchase price (including principal and premium, but excluding
accrued interest) of Debentures validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline also exceeded
the Maximum Purchase Price, the amount of Debentures accepted for
purchase will be adjusted so that the Debentures that are purchased
in the Offers on the Early Settlement Date do not exceed either the
Maximum Principal Amount or the Maximum Purchase Price, in
accordance with the acceptance priority levels and proration
procedures described in the Offer to Purchase. The applicable Total
Consideration and the applicable proration factor will be
determined in the manner described in the Offer to Purchase at
11:00 a.m., New York City time, on December 13, 2016.
Time Warner expects to return any Debentures tendered but not
accepted for payment promptly after the Early Settlement Date. The
Withdrawal Deadline has passed and the Debentures tendered pursuant
to the Offers may no longer be withdrawn, unless otherwise required
by law.
Each Offer will expire at 11:59 p.m., New York City time, on
December 27, 2016. However, because the aggregate principal amount
of Debentures validly tendered and not validly withdrawn pursuant
to the Offers as of the Early Tender Deadline exceeded the Maximum
Principal Amount, no additional Debentures tendered will be
accepted under the terms of the Offers. The Maximum Purchase Price
may also be exceeded based on the determination of the applicable
Total Consideration, and the amount of Debentures accepted for
purchase may be adjusted so that the Debentures that are purchased
in the Offers on the Early Settlement Date do not exceed either the
Maximum Principal Amount or the Maximum Purchase Price, in
accordance with the acceptance priority levels and proration
procedures described in the Offer to Purchase.
Time Warner’s obligation to accept for purchase, and pay for,
any Debentures that are validly tendered and not validly withdrawn
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.
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and Deutsche Bank Securities Inc. are acting as Dealer Managers
for the Offers. 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 Citigroup Global Markets Inc. at (800) 558-3745, Credit
Suisse Securities (USA) LLC at (800) 820-1653 and Deutsche Bank
Securities Inc. at (866) 627-0391. Copies of the Offer to Purchase
and the 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 Letter of
Transmittal. The Offers are not being made in any state or
jurisdiction in which such offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of Time Warner, the Dealer Managers 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.
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. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161213005900/en/
Time Warner Inc.Corporate
CommunicationsKeith Cocozza (212) 484-7482orInvestor RelationsJessica Holscott (212)
484-6720Michael Senno (212) 484-8950
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