Time Warner Inc. (NYSE:TWX) today announced the pricing 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validly withdrawn is limited to as many Debentures as Time Warner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 (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 (as defined below)) of no more than
$4,000,000,000 (the “Maximum Purchase Price”).
The consideration to be paid in the Offers for each Series of
Debentures for Debentures that were validly tendered and not
validly withdrawn in the Offers at or prior to 5:00 p.m., New York
City time, on December 12, 2016 (the “Early Tender Deadline”) that
are accepted for purchase is set forth in the column entitled
“Total Consideration” in the table below.
Debentures
CUSIP
Number/CommonCode
Principal Amount
Outstanding
AcceptancePriorityLevel
PrincipalAmountTendered
ReferenceSecurity
Yield toMaturity(1)
FixedSpread
Total
Consideration(2)(3)
ApproximateProrationFactor
7.700% Debentures due 2032 00184AAG0 $2,000,000,000 1
$1,070,465,000 2.250% UST due Aug. 15, 2046 3.180% 140 bps
$1,341.67 100% 7.625% Debentures due 2031 00184AAC9 $2,000,000,000
2 $1,127,639,000 2.000% UST due Nov. 15, 2026 2.479% 190 bps
$1,342.82 100% 6.500% Debentures due 2036 887317AD7 $1,000,000,000
3 $472,042,000 2.250% UST due Aug. 15, 2046 3.180% 180 bps
$1,190.60 100% 6.625% Debentures due 2029 887315BN8 $1,000,000,000
4 $530,551,000 2.000% UST due Nov. 15, 2026 2.479% 175 bps
$1,229.60 62% 9.150% Debentures due 2023 887315AM1 $602,337,000 5
$257,996,000 2.000% UST due Nov. 15, 2026 2.479% 115 bps $1,300.95
0% 6.950% Debentures due 2028 887315BM0 $500,000,000 6 $263,919,000
2.000% UST due Nov. 15, 2026 2.479% 160 bps $1,253.95 0% 7.570%
Debentures due 2024 887315BH1 $450,000,000 7 $271,927,000 2.000%
UST due Nov. 15, 2026 2.479% 125 bps $1,238.49 0%
_______
(1) Yield to Maturity of the applicable Reference Security,
determined in the manner described in the Offer to Purchase at
11:00 a.m., New York City time, on December 13, 2016. (2) Per
$1,000 principal amount of Debentures. (3) Includes the
Early Tender Premium (as defined below) per $1,000 principal amount
of Debentures for each Series as set forth in this table.
The consideration to be paid in the Offers for each Series of
Debentures for Debentures that were validly tendered and not
validly withdrawn pursuant to the terms of the Offers has been
determined in the manner described in the Offer to Purchase by
reference to the applicable “Fixed Spread” over the applicable
“Yield to Maturity” of the applicable “Reference Security”, each as
set forth in the table above or in the Offer to Purchase, as
calculated by Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC and Deutsche Bank Securities Inc. at 11:00
a.m., New York City time, on December 13, 2016. 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, consideration for such Series of Debentures equal
to the amount specified in the column entitled “Total
Consideration” in the table above, which includes an 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
(the “Early Tender Premium”). In addition, Holders whose Debentures
are accepted for purchase pursuant to the Offers 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
settlement date, which is expected to occur on December 14, 2016
(such date, the “Early Settlement Date”, and such interest with
respect to such Series of Debentures, the “Accrued Interest”).
As of the Early Tender Deadline, approximately $4.0 billion
aggregate principal amount of the Debentures have been validly
tendered and not validly withdrawn. Subject to the terms and
conditions of the Offers, Time Warner expects that it will accept
for purchase Debentures validly tendered and not validly withdrawn
at or prior to the Early Tender Deadline in a combined aggregate
principal amount equal to $3.0 billion and with an aggregate
purchase price (including principal and premium, but excluding
Accrued Interest) equal to approximately $3.9 billion (which price
does not exceed the Maximum Purchase Price). 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 so as to not exceed
the Maximum Principal Amount. The applicable approximate proration
factor for each Series of Debentures is set forth in the column
entitled “Approximate Proration Factor” in the table above.
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.
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/20161213006467/en/
Time Warner Inc.Corporate
CommunicationsKeith Cocozza 212-484-7482orInvestor RelationsJessica Holscott
212-484-6720Michael Senno 212-484-8950
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