Time Warner Inc. Announces Pricing For Cash Tender Offers

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. ("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). In conjunction with certain of the Offers, Time Warner also commenced solicitations (each a "Consent Solicitation", and collectively, the "Consent Solicitations") of consents (each a "Consent", and, collectively, the "Consents") to amend certain provisions of the indentures governing the applicable Series of Debentures (the "Proposed Amendments"). The Proposed Amendments would amend the applicable 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 contained in the indentures and, under the indenture, dated as of January 15, 1993 (the "1993 Indenture"), 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), provide that any and all guarantees of the applicable Series of Debentures issued under the 1993 Indenture may be released.

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"Acceptance Priority Level" in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal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 consideration to be paid for Debentures that are validly tendered (with Consents that are validly delivered, if applicable) and not validly withdrawn (or Consents revoked) in the Offers and Consent Solicitations at or prior to 12:00 P.M. (noon), New York City time, on December 21, 2017 (the "Early Tender Deadline") that are accepted for purchase for each Series of Debentures is set forth in the column entitled "Total Consideration" in the table below.

The deadline to validly withdraw tenders of Debentures and revoke Consents expired at 5:00 P.M., New York City time, on December 15, 2017 (the "Withdrawal Deadline"). Accordingly, Debentures that were already tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) as of the Withdrawal Deadline, and any additional Debentures that are tendered or Consents that are delivered at or prior to the Expiration Date (as defined below), may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
             

Debentures

CUSIP Number/ Common Code

Principal Amount Outstanding

Acceptance Priority Level

Reference Security

Yield to Maturity (1)

Fixed Spread

Total Consideration (2)(3)
 
9.150% Debentures due 2023 887315AM1 $602,337,000 1 2.000% UST due 11/30/2022 2.166% 70 bps $1,296.59
7.570% Debentures due 2024 887315BH1 $450,000,000 2 2.250% UST due 11/15/2027 2.394% 70 bps $1,247.34
6.850% Debentures due 2026 887315BB4 $28,481,000 3 2.250% UST due 11/15/2027 2.394% 120 bps $1,226.16
6.950% Debentures due 2028 887315BM0 $500,000,000 4 2.250% UST due 11/15/2027 2.394% 130 bps $1,271.57
6.625% Debentures due 2029 887315BN8 $670,146,000 5 2.250% UST due 11/15/2027 2.394% 135 bps $1,265.25
7.625% Debentures due 2031 00184AAC9 $872,361,000 6 2.250% UST due 11/15/2027 2.394% 145 bps $1,391.06
7.700% Debentures due 2032 00184AAG0 $929,535,000 7 2.250% UST due 11/15/2027 2.394% 150 bps $1,415.52
8.300% Discount Debentures due 2036 887315AZ2 $200,000,000 8 2.750% UST due 8/15/2047 2.755% 160 bps $1,489.82
6.500% Debentures due 2036 887317AD7 $527,958,000 9 2.750% UST due 8/15/2047 2.755% 165 bps $1,266.78
6.200% Debentures due 2040 887317AE5 $600,000,000 10 2.750% UST due 8/15/2047 2.755% 170 bps $1,244.53
6.100% Debentures due 2040 887317AH8 $1,000,000,000 11 2.750% UST due 8/15/2047 2.755% 170 bps $1,232.58
6.250% Debentures due 2041 887317AL9 $1,000,000,000 12 2.750% UST due 8/15/2047 2.755% 170 bps $1,258.31
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(1)   Yield to Maturity of the applicable Reference Security, determined in the manner described in the Offer to Purchase at 2:00 P.M., New York City time, on December 18, 2017.
(2) 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. 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 Early Tender Premium will be the full face value thereof.
(3) Includes the Early Tender Premium (as defined below) per $1,000 principal amount of Debentures for each Series of Debentures set forth in this table.
 

The consideration to be paid in the Offers and Consent Solicitations for each Series of Debentures for Debentures that are validly tendered (with Consents that are validly delivered, if applicable) and not validly withdrawn (or Consents revoked) pursuant to the terms of the Offers and the Consent Solicitations 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 BofA Merrill Lynch and Citigroup Global Markets Inc. at 2:00 P.M., New York City time, on December 18, 2017.

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 the Withdrawal Deadline) are eligible to receive 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 will be the full face value thereof. The Total Consideration includes 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 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 22, 2017 (such date, 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).

If it is determined that the aggregate purchase price (including principal and premium, but excluding accrued interest) of Debentures validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) at or prior to the Early Tender Deadline exceeds the Maximum Purchase Price, the amounts of each Series of Debentures set forth in the table above that are purchased in the Offers on the Early Settlement Date, if any, will be determined in accordance with the acceptance priority levels and proration procedures described in the Offer to Purchase. The applicable proration factor will be determined in the manner described in the Offer to Purchase following the Early Tender Deadline.

Each Offer and Consent Solicitation will expire at 11:59 P.M., New York City time, on January 2, 2018 (the "Expiration Date"). The final settlement date for each Offer and Consent Solicitation is expected to occur on January 3, 2018 (the "Final Settlement Date"), promptly following the Expiration Date.

Time Warner expects to return any Debentures tendered and Consents delivered but not accepted for payment promptly after the Early Settlement Date or Final Settlement Date, as applicable.

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.

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