Time Warner Inc. Announces Cash Tender Offers For Debt Securities

Time Warner Inc. (NYSE:TWX) today announced it has commenced cash tender 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 (as defined below) are set forth in an Offer to Purchase (the "Offer to Purchase") and a related Letter of Transmittal. The Offer to Purchase relates to seven separate offers (each an "Offer", and, collectively, the "Offers"), one for each Series of Debentures in the table below. Time Warner's obligation to accept for purchase, based on the Acceptance Priority Levels (as defined below) 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"Acceptance Priority Levels" in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to (i) $2,700,000,000 aggregate principal amount of the Debentures subject to the Offers (as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 (as defined below)) of no more than $3,500,000,000 (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 currently outstanding is set forth in the column entitled "Principal Amount Outstanding" in the table below. No Offer is conditioned on any minimum amount of Debentures being tendered or the consummation of any other Offer in respect of any other Series.

Each Offer will expire at 11:59 p.m., New York City time, on December 27, 2016, unless extended or unless such Offer is earlier terminated (such time and date, as the same may be extended with respect to one or more Series of Debentures, the "Expiration Date"). Holders or beneficial owners of Debentures (each, a "Holder", and, collectively, the "Holders") of Debentures must validly tender and not validly withdraw their Debentures at or prior to 5:00 p.m., New York City time, on December 12, 2016, unless extended or unless such Offer is earlier terminated (such time and date, as the same may be extended with respect to one or more Series of Debentures, the "Early Tender Deadline") to be eligible to receive the Total Consideration (as defined below). Holders who validly tender their Debentures after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the Purchase Price (as defined below). Tendered Debentures may be withdrawn at or prior to 5:00 p.m., New York City time, on December 12, 2016 (such time and date, as the same may be extended with respect to one or more Series of Debentures, the "Withdrawal Deadline"), by following the procedures described in the Offer to Purchase, but, except as provided therein or required by law, may not thereafter be validly withdrawn.
 

 
             

CUSIP
Principal Acceptance Bloomberg

Number/
Amount Priority Early Tender Reference Reference Fixed Hypothetical Total

Debentures

Common Code

Outstanding

Level

Premium (1)

Security

Page

Spread

Consideration (2)(3)(4)

2.250% UST

 

due Aug. 15,
140

7.700% Debentures due 2032
00184AAG0 $2,000,000,000 1 $30.00 2046 FIT1 bps $1,365.64

2.000% UST

 

due Nov. 15,

190

7.625% Debentures due 2031
00184AAC9 $2,000,000,000

2
$30.00 2026 FIT1

bps
$1,363.64

2.250% UST

 

due Aug. 15,

180

6.500% Debentures due 2036
887317AD7 $1,000,000,000 3 $30.00 2046 FIT1

bps
$1,216.14

2.000% UST

 

due Nov. 15,

175

6.625% Debentures due 2029
887315BN8 $1,000,000,000 4 $30.00 2026 FIT1

bps
$1,247.33

2.000% UST

 

due Nov. 15,

115

9.150% Debentures due 2023
887315AM1 $602,337,000 5 $30.00 2026 FIT1

bps
$1,311.31

2.000% UST

 

due Nov. 15,

160

6.950% Debentures due 2028
887315BM0 $500,000,000 6 $30.00 2026 FIT1

bps
$1,270.49

2.000% UST

 

due Nov. 15,

125

7.570% Debentures due 2024
887315BH1 $450,000,000 7 $30.00 2026 FIT1

bps
$1,249.94

_______
(1)   Per $1,000 principal amount of Debentures validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline; included in Total Consideration.
(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.
(4) At 11:00 a.m., New York City time, on November 28, 2016, and assuming an Early Settlement Date (as defined below) of December 14, 2016.
 

The amount of Debentures of each Series that are purchased on the applicable Settlement Date (as defined below) will be determined in accordance with the Acceptance Priority Levels set forth in the column entitled "Acceptance Priority Levels" in the table above (each, an "Acceptance Priority Level", and, collectively, the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level.

All Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will, subject to the Maximum Principal Amount and the Maximum Purchase Price, be accepted before any Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a lower Acceptance Priority Level are accepted pursuant to the Offers, and all Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will, subject to the Maximum Principal Amount and the Maximum Purchase Price, be accepted before any Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will, subject to the Maximum Principal Amount and the Maximum Purchase Price, be accepted for purchase in priority to other Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, even if such Debentures validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.

If purchasing all the validly tendered Debentures of an applicable Acceptance Priority Level on the applicable Settlement Date would cause either (i) the Maximum Principal Amount or (ii) the Maximum Purchase Price to be exceeded on such Settlement Date, Time Warner will accept such Debentures on a pro rata basis, to the extent any Debentures of such Acceptance Priority Level are accepted for purchase, so as not to exceed either the Maximum Principal Amount or the Maximum Purchase Price. If, as a result of Time Warner's pro rata acceptance of tendered Debentures of any Series, Time Warner would be required to accept from one or more tendering Holders Debentures of any Series in a principal amount that is not an integral multiple of $1,000, Time Warner will round the principal amount of the prorated Series of Debentures down to the nearest integral multiple of $1,000. Furthermore, if either (i) the aggregate principal amount of Debentures validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Maximum Principal Amount or (ii) 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 equals or exceeds the Maximum Purchase Price, Holders who validly tender and do not validly withdraw Debentures after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Debentures accepted for payment regardless of the Acceptance Priority Level of such Debentures. As such, there can be no assurance that any or all tendered Debentures of a given Acceptance Priority level will be accepted for purchase.

Subject to the terms and conditions of the Offers, Holders who validly tender and do not validly withdraw their Debentures at or prior to the Early Tender Deadline will be eligible to receive consideration, per $1,000 principal amount, equal to the applicable "Total Consideration" for such Series. The applicable Total Consideration will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Series of Debentures set forth in the column entitled "Fixed Spread" in the table above, over the applicable yield based on the bid side price of the U.S. Treasury Security set forth for such Series of Debentures in the column entitled "Reference Security" in the table above, as calculated by the Dealer Managers at 11:00 a.m., New York City Time, on December 13, 2016. The Total Consideration includes the applicable early tender premium for such Series of Debentures set forth in the column entitled "Early Tender Premium" in the table above. Holders must validly tender and not validly withdraw their Debentures at or prior to the Early Tender Deadline in order to be eligible to receive the Total Consideration for such Debentures purchased pursuant to the Offers. Subject to the terms and conditions, Holders who validly tender and do not validly withdraw their Debentures after the Early Tender Deadline and at or prior to the Expiration Date will be entitled to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration less the applicable Early Tender Premium for such Series of Debentures (such consideration, the "Purchase Price"). In each such case, Holders will also be entitled to receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the applicable Settlement Date, if and when the applicable Debentures are accepted for payment (such interest with respect to such Series of Debentures, the "Accrued Interest").

Time Warner reserves the right, but is under no obligation, at any point following the Early Tender Deadline and before the Expiration Date, to accept Debentures that have been validly tendered and not validly withdrawn for purchase on a date determined at Time Warner's option (such date, if any, the "Early Settlement Date"). The Early Settlement Date, if any, is expected to occur on December 14, 2016. If Time Warner chooses to exercise its option to have an Early Settlement Date, Time Warner will purchase any remaining Debentures that have been validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, subject to the Maximum Principal Amount and the Maximum Purchase Price, the application of the Acceptance Priority Levels and all conditions to the Offers having been satisfied or waived by Time Warner, on the Final Settlement Date (as defined below). If Time Warner chooses not to exercise its option to have an Early Settlement Date, Time Warner will purchase all Debentures that have been validly tendered and not validly withdrawn at or prior to the Expiration Date, subject to the Maximum Principal Amount and the Maximum Purchase Price, the application of the Acceptance Priority Levels and all conditions to the Offers having been satisfied or waived by Time Warner, on the Final Settlement Date. The Final Settlement Date is expected to occur promptly following the Expiration Date on December 28, 2016 (the "Final Settlement Date", and each of the Early Settlement Date and the Final Settlement Date, a "Settlement Date"), unless extended by Time Warner. No tenders of Debentures submitted after the Expiration Date will be valid.

Time Warner may amend, extend or, subject to certain conditions and applicable law, terminate each Offer at any time in its sole discretion.

Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities will act as Dealer Managers for the Offers. D.F. King & Co., Inc. will act 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 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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